Item 1. Business.
Business Development Organization
Pulmo BioTech Inc. ("PLMO," "our Company," "we," "us," "our" and words of similar import) was the name given to the surviving corporation of the merger on February 29, 2008 of Lumen Medical Inc., a non-public Florida corporation ("Lumen"), with and into Acorn Acquisition Corp., a public Delaware corporation ("Acorn"). We were organized pursuant to the laws of the State of Delaware on July 20, 2006, with an authorized capital of $2,500 divided into 250,000,000 shares of Common Stock, par value $0.0001 per share, by our parent corporation, Syntony Group Inc., a public Utah corporation ("Syntony"), for the sole purpose of enabling Syntony to merge on October 1, 2006 with and into Acorn, thus effecting a reincorporation from Utah to Delaware and changing the symbol of the public company from STOY to ACAQ. In connection with the merger of Lumen with and into Acorn, our symbol was changed again, from ACAQ to PLMO. The reincorporation of Syntony from Utah to Delaware reduced the number of authorized shares from 800,000,000 shares of Syntony Common Stock to 250,000,000 shares of Acorn Common Stock and reduced the number of issued and outstanding shares from 13,723,462 shares of Syntony Common Stock to 1,372,574 shares of Acorn Common Stock. Pursuant to the merger of Lumen with and into Acorn, an aggregate of 51,250,000 shares of our Common Stock were issued to the former shareholders of Lumen, thereby increasing the number of issued and outstanding shares from 1,372,574 to 52,622,574 shares of PLMO Common Stock.
In August 2008, a former officer and director of the Company sold his 1,000 shares of Common Stock for $2.00 per share to the Company. The Company recorded this acquisition as treasury stock, and 52,622,574 shares remained issued at March 31, 2009.
Syntony (the former parent of Acorn) was organized pursuant to the laws of the State of Utah on December 12, 1980, under the name "Puma Energy, Inc.," with an authorized capital of $5,000 divided into 50,000,000 shares of Common Stock of a par value of $0.0001 per share. Syntony was formed for the primary purpose of engaging in all facets of the business comprising the oil and gas industry.
Effective June 8, 1989, Puma Energy, Inc.: (i) increased its authorized capital from $5,000 to $180,000, comprised of 800,000,000 shares of $0.0001 par value Common Stock and 100,000 shares $1.00 par value preferred stock, with the rights, privileges and preferences of the preferred stock to be set by the Board of Directors; and (ii) changed its corporate name to "Syntony Group, Inc." On March 26, 2001, Syntony amended its By-laws to opt out of the Utah Control Share Acquisition Act, Section 61-6-1, et. seq., of the Utah Code Annotated, as part of a planned restructuring to enable Syntony to re-commence business operations as may be determined by its Board of Directors, and to place Syntony in a better position to raise funding for any such determined operations or to create a capital structure that would allow Syntony to acquire an ongoing business that would be beneficial to Syntony's stockholders. Based upon Syntony's lack of financial resources, assets or prospects, it was expected that any such restructuring or acquisition would likely involve a control share acquisition.
On April 2, 2001, Syntony effected a reverse spilt of its 142,800,000 outstanding shares of Common Stock on a basis of one share for 1,428 shares, while retaining its authorized capital, Common Stock and par value, with appropriate adjustments in its capital accounts. All computations in this Annual Report take into account this reverse split and the exchange ratio in connection with the reincorporation merger.
At March 31, 2009, our Company's assets consisted of $49,549 in cash and our business consisted of our 61% ownership of PulmoScience.
General Business History
We were originally organized for the primary purpose of engaging in all facets of the business comprising the oil and gas industry. We were granted an effective date of April 9, 1981, on our Regulation A public offering of shares of our Common Stock to fund our contemplated oil and gas operations that was filed with the Securities and Exchange Commission (the "Commission"). By 1987, we had depleted all of our assets. On January 21, 1988, we completed a quasi-reorganization unanimously approved by our Board of Directors and restated our accumulated deficit account to zero, with an adjustment to our capital in excess of par value account.
In June, 1989, in connection with the increase in our authorized capital and our name change to "Syntony Group, Inc.," we acquired rights to introduce a proprietary line of European cosmetics in the United States; however, because this line of cosmetics included animal extracts as part of its composition, the United States Food and Drug Administration (the "FDA") would not allow us to distribute these products in the United States without FDA approval; as a result, these planned operations were abandoned, and we were dormant until our reinstatement in March, 2001.
On January 4, 2006, we announced that we had entered into an Agreement and Plan of Merger (the "BioTechCures Merger Agreement") with BioTechCures, Inc., a privately-held Nevada corporation ("BioTechCures"), and Syntony Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of ours ("Acquisition Sub").
On February 13, 2006, we executed a Termination and Release Agreement with BioTechCures pursuant to which the BioTechCures Merger Agreement was terminated, with each party to bear its own costs. For additional information regarding the BioTechCures Merger Agreement and the Termination and Release Agreement, see our 8-K and 8-KA Current Reports dated January 4, 2006, which have been previously filed with the Commission and which are incorporated herein by reference.
Business
Prior to our merger with Lumen, which became effective on February 29, 2008, we were deemed to be a "blank check" or "shell company", as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the Commission. During 2007, we were not engaged in any substantive business activity and until the consummation of the merger with Lumen, we had no plans to engage in any such activity in the foreseeable future.
On February 29, 2008, the merger of Lumen with and into Acorn to form PLMO became effective. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), a copy of which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on October 5, 2007 and incorporated herein by reference, each of the 16,400 shares of Lumen Common Stock was converted into 3,125 shares of our Common Stock, resulting in our issuance of 51,250,000 shares of our Common Stock to the former shareholders of Lumen. The 51,250,000 shares of our Common Stock were registered under the Securities Act of 1933 on our S-4 Registration Statement (Registration No. 333-146685).
On March 5, 2008, Alain U. Vetterli resigned as our President, Treasurer, Secretary, Chief Executive Officer, and Chief Financial Officer and as a Director. His notice of resignation indicated that he felt his job was done after completing the merger of Lumen with and into Acorn to form Pulmo BioTech Inc.
On March 5, 2008, Garry McCann was appointed to fill the vacancy caused by Mr. Vetterli's resignation as a director of the Company and was elected to fill the vacancies caused by Mr. Vetterli's resignation as President, Treasurer, Chief Executive Officer and Chief Financial Officer of the Company, and Peter B. Hirshfield was elected to fill the vacancy caused by Mr. Vetterli's resignation as Secretary of the Company. On May 2, 2008, Garry McCann resigned as Chief Financial Officer of the Company and Rajiv Garg was elected to fill the vacancy caused by Mr. McCann's resignation as Chief Financial Officer of the Company.
Information about Lumen and PulmoScience Inc.
Lumen was incorporated on February 23, 2006 as a vehicle to invest in North American businesses. On July 27, 2006, Lumen identified PulmoScience Inc., a Canadian corporation ("PulmoScience"), as the subject for investment and during 2006 increased its ownership of PulmoScience from 49% to 51%. PulmoScience was incorporated on June 20, 2006 at which time Innovacor (a subsidiary of the Montreal Heart Institute) subscribed for 31.85%, Dr. Jocelyn Dupuis (the originator of the PulmoBind Molecular Imaging technology) subscribed for 17.15%, 6566103 Canada Inc. ("Canada, Inc.") subscribed for 49% and 6566138 Canada, Inc. subscribed for 2% of the common shares of PulmoScience. Both Canada, Inc. and 6566138 Canada, Inc. were formed in May 2006.
Canada, Inc. agreed to fund the operations of PulmoScience. As Canada, Inc.'s sole cash source was a nominal cash amount received from its shareholders, Canada, Inc. entered into a funding loan agreement with Lumen in July 2006. Lumen loaned Canada, Inc. the cash it used to purchase its 49% interest in PulmoScience. Additionally, as required under the terms of the loan agreement, Lumen loaned Canada, Inc. all of the funds that Canada, Inc. had agreed to advance to PulmoScience which PulmoScience needed for its research operations. Lumen on July 27, 2006 loaned 6566138 Canada, Inc. the funds for payment of its stock subscription purchase price of its 2% investment in PulmoScience. Lumen through the advances it made to Canada, Inc. and 6566138 Canada, Inc. has been PulmoScience's primary source of cash. Due to the financial dependence of both Canada, Inc. and 6566138 Canada, Inc. on Lumen and PulmoScience's financial dependence on Canada, Inc. and 6566138 Canada, Inc., Lumen effectually became the sole source of funding of PulmoScience. In December 2006, Lumen acquired 100% of the capital stock of both Canada, Inc. and 6566138 Canada, Inc. Accordingly, the financial results of the operations of these entities have been consolidated into the accompanying Lumen financial statements as if Lumen had owned them from inception.
Innovacor received its 3,185,000 common shares of PulmoScience as payment for a sublicense valued at Canadian $780,325, $0.245 per share (U.S. $676,854, $0.021 per share) which was the per share cash subscription price paid by other investors. The entire cost of the sublicense was expensed to operations as an acquisition and write-down of a sublicense.
Dr. Dupuis was issued 1,715,000 common shares of PulmoScience for cash of Canadian $17.15 (U.S. $14.88). The difference between the cash proceeds and the fair value of the shares issued aggregated Canadian $420,158 (U.S. $364,445) was recognized as research and development expense and charged to operations. Prior to its merger with our Company, Lumen's only assets were its 51% stake in PulmoScience and approximately $420,000 in cash. As a result of the merger with Lumen, we became the direct owner of a 51% stake in PulmoScience, obtained an option to increase our stake in PulmoScience to 61% by paying an additional U.S. $200,000 (the "PulmoScience Option") and took over Lumen's cash.
PulmoScience is a development stage biotechnology company that is developing a non-invasive Molecular Imaging for the diagnosis of Pulmonary Embolism, Pulmonary Hypertension, and Lung Inflammatory diseases. This new diagnostic methodology is called PulmoBind.
PulmoBind uses an intravenously delivered radionuclide tagged molecule which specifically bonds to the inner walls of the circulatory system in the lungs, and by the use of an external Gamma Camera allows an image of the integrity of the blood vessels throughout the lungs to be seen by a diagnostic clinician.
PulmoScience is currently two thirds of the way through Regulatory Approval for Phase I Human Trials, and while subsequent results from additional tests might not corroborate the current results, PulmoScience believes that PulmoBind has the potential to dominate the market for the diagnosis of Pulmonary Embolism. In particular, this belief is driven by PulmoScience's expectations of the improved safety and efficacy PulmoBind will offer when compared to the current incumbent nuclear medicine based technology for the diagnosis of Pulmonary Embolism.
Because the PulmoBind Molecular Imaging technology uses standard radioisotope tracers and gamma cameras, every hospital in the world that has any sort of nuclear medicine facility will be able to carry out lung Molecular Imaging tests without having to invest in any new facilities.
Given this, plus the improved patient safety and diagnostic effectiveness of PulmoBind as well as its unique ability to non-invasively image conditions such as Pulmonary Hypertension, PulmoScience strongly believes that its PulmoBind Molecular Imaging technology will be an extremely successful product.
The 49% of PulmoScience that we did not own as the result of its merger with Lumen was shared between Innovacor (a subsidiary of the Montreal Heart Institute) and Dr. Jocelyn Dupuis (the originator of the PulmoBind Molecular Imaging technology). In June 2008, we exercised the PulmoScience Option to increase our stake in PulmoScience to 61% with the payment of an additional U.S. $200,000.
Competition
We expect to encounter intense competition from other domestic and foreign companies operating in the healthcare sector. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
Employees
Mr. McCann, our Chief Executive Officer, President and Treasurer, Mr. Garg, our Chief financial Officer, and Mr. Hirshfield, our Secretary, are our only executive officers. Messrs. McCann, Garg and Hirshfield or their successors in office ("Management") are not obligated to contribute any specific number of hours per week and intend to devote only as much time as Management deems necessary to the Company's affairs. We do not have, nor do we intend to have any full time employees prior to the time necessary to operate our business.
Conflict of Interest
Management is not required to commit their full time to the Company's affairs. As a result, implementing our transition from a shell company to an operating company may require a greater period of time than if Management would devote its full time to the Company's affairs. Management is not precluded from serving as officers or directors of any other entity that is engaged in business activities, whether or not similar to ours. In the future, Management may become associated or affiliated with entities engaged in business activities similar to those we intend to conduct. In such event, Management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In the event that Management has multiple business affiliations, it may have legal obligations to present certain business opportunities to multiple entities. In the event that a conflict of interest shall arise.
Periodic Reporting and Audited Financial Statements
We have registered our securities under the Exchange Act and have reporting obligations, including the requirement that we file annual and quarterly reports with the Commission. In accordance with the requirements of the Exchange Act, our Annual Reports will contain financial statements audited and reported on by our independent public accountants.
Item 1A.
Item 1A. Risk Factors.
General Risk Factors
Any investment in our shares of Common Stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report before you decide to invest in our Common Stock. Each of the following risks may materially and adversely affect our business objective, plan of operation and financial condition. These risks may cause the market price of our Common Stock to decline, which may cause you to lose all or a part of the money you invested in our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business plan. In addition to other information included in this Annual Report, the following factors should be considered in evaluating the Company's business and future prospects.
Risks Related to Our Business
The Company has a limited operating history and very limited resources.
Since 1987, the Company has had no revenues from operations. Investors will have no basis upon which to evaluate the Company's ability to achieve the Company's business objective, unless and until PulmoScience successfully completes the clinical trials required to obtain regulatory approval to sell and license its PulmoBind and any other product candidates it may develop to generate revenues.
Since the Company selected as its target business, the healthcare sector, it must now compete with some of the largest, best managed and best capitalized corporations in the world.
Before we identified the healthcare sector as our target business in October 2007, when we executed the Merger Agreement with Lumen, there was no basis for investors to evaluate the possible merits or risks of the particular industry in which the Company might ultimately operate or the target business which the Company might ultimately acquire. Now that our target business has been determined, we must decide how we can best create an operating company with strategic advantages in narrow markets. There can be no assurance that this strategy can be successfully implemented or that it will benefit stockholders or prove to be more favorable to stockholders than had we remained a shell company.
In March 2008, the Company issued 51,250,000 shares of its Common Stock to the former shareholders of Lumen in connection with the merger, which issuance created substantial dilution to our stockholders.
Our certificate of incorporation authorizes the issuance of up to 250,000,000 shares of Common Stock, par value $0.0001 per share, and 2,500,000 shares of preferred stock, par value $0.0001 per share. Prior to the issuance of our shares pursuant to the merger with Lumen, we had 1,372,574 shares of our Common Stock and no shares of our preferred stock issued and outstanding. As a result of the merger with Lumen, we issued 51,250,000 shares of our Common Stock to the former shareholders of Lumen, raising our issued and outstanding shares of Common Stock to 52,622,574. Before issuing our shares of Common Stock in connection with the Lumen merger, our non-affiliated stockholders owned 44,145 shares of our Common Stock and enjoyed approximately 3.2% of the votes in matters submitted to stockholders. After giving effect to the merger with Lumen, our non-affiliated stockholder owned 20,044,145 shares of our Common Stock and enjoyed approximately 38.1% of the votes in matters submitted to stockholders. After giving effect to the merger with Lumen, the pre-Lumen merger non-affiliated stockholders held approximately 0.0008% of the votes in matters submitted to stockholders.
Dependence on Key Personnel
We are dependent upon the continued services of our officers and directors. To the extent that their services become unavailable, the Company will be required to obtain other qualified personnel and there can be no assurance that it will be able to recruit and hire qualified persons upon acceptable terms.
Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to the Company's affairs. This could have a negative impact on the Company's ability to implement its decision to become an operating company in the healthcare sector.
Our officers and directors are not required to commit their full time to the Company's affairs, which may result in a conflict of interest in allocating their time between the Company's business and other businesses. We do not intend to have any full time employees prior to successful completion of all clinical trials for PulmoScience's PulmoBind product candidate that would require such full time attention. Our officers and directors are engaged in several other business endeavors and are not obligated to contribute any specific number of their hours per week to the Company's affairs. If their other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to the Company's affairs and could have a negative impact on the Company's ability to become an operating company.
Our present plans are to limit the Company's activities to the healthcare sector, which will cause us to be solely dependent on such single business and a limited number of products or services.
We believe that we have situated the Company to become an operating company in a limited segment of the healthcare sector. Accordingly, the prospects for the Company's success will be:
• solely dependent upon the performance of a single operating business, and
• dependent upon the development or market acceptance of a single or limited number of products or services.
In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike many of our prospective competitors.
The Company has limited resources and there is significant competition in the target market we intend to enter.
We expect to encounter intense competition from other entities having a business objective similar to the Company's, including major international healthcare companies that compete in this segment as a part of their business. Many of these entities are well established, have extensive experience, possess greater technical, human and other resources than the Company does and the Company's financial resources are limited when contrasted with those of many of these competitors.
The Company may be unable to obtain the additional financing that will be required to implement its business strategy.
We have exhausted the proceeds remaining from the cash acquired in the Lumen merger and do not have sufficient cash to implement our business strategy. To the extent that additional financing proves to be unavailable on terms we deem to be acceptable, we may be unable to become an operating business despite the strategic relationships we created at a cost of substantial dilution to our stockholders. The failure to secure adequate additional financing could also have a material adverse effect on the continued development or growth of our target business. Management is not required to provide any financing to us.
Additional financing requirements associated with reporting obligations under the Exchange Act.
The Company has no revenues and is dependent upon the willingness of the Company's Management or affiliated parties to fund the costs associated with the reporting obligations under the Exchange Act, other administrative costs associated with the Company's corporate existence and expenses related to the Company's business objective. The Company is not likely to generate any revenues until PulmoScience successfully completes all clinical trials for its PulmoBind product candidate and obtains pre market approval from regulatory authorities in Canada to sell and license PulmoBind. The Company anticipates that it will have access to sufficient financial resources to continue to pay accounting and other professional fees and other miscellaneous expenses that may be required until the Company can generate positive cash flow from operations. In the event that the Company's available financial resources from its principal stockholder prove to be insufficient for the purpose of achieving its business objective, the Company will be required to seek additional financing. The Company's failure to secure additional financing could have a material adverse affect on the Company's stockholders. On June 15, 2009, the Company announced that it had entered into an exclusive agreement with Moody Capital Solutions, Inc. to secure up to $7.5 million in funding to enable the Company to complete Phase II/III Approvals for its Pulmonary Hypertension (PH) diagnostic product candidate PulmoBind. On that same date, the Company filed a Current Report on Form 8-K, which attached a copy of the press release. As this agreement provides for only a "best efforts" undertaking by Moody Capital, there can be no assurance that the terms presented to the Company by Moody Capital will be acceptable and in the Company's best interests. The Company does not have any written agreement with Management or its principal stockholder to provide funds for the Company's operating expenses, although our principal stockholder, Tendall FZCO ("Tendall") has advised us that it intends to provide us with all necessary funding we require during the next 12 months provided that the clinical trials continue to proceed without materially adverse developments.
Tendall owns approximately 58.8% of our outstanding Common Stock and thus can control any action requiring stockholder vote.
After giving effect to the Lumen merger, Tendall owned 30,920,001 of the 52,622,574 total outstanding shares of our Common Stock, permitting Tendall to elect all of our directors and to approve any matter submitted to a vote of our stockholders.
Broad discretion of Management
Any person who invests in our Common Stock will do so dependent on the broad discretion and judgment of Management in connection with the implementation of our business strategy. There can be no assurance that determinations made by Management will permit us to achieve the Company's business objectives.
If the Company is deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to consummate our business objective.
If we are deemed to be an investment company, we would be:
• restricted in the nature of our investments; and
• restricted in the issuance of securities, which may make it difficult for us to consummate our business strategy.
In addition, we may have imposed upon us burdensome requirements, including:
• registration as an investment company;
• adoption of a specific form of corporate structure; and
• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
We do not believe that the Company's activities prior to the merger with Lumen or that our anticipated principal activities after the merger with Lumen will subject it to the Investment Company Act of 1940.
The Company may be deemed to have no "Independent Directors"; actions taken and expenses incurred by Management on behalf of the Company will generally not be subject to "Independent Review".
Management may receive compensation and reimbursement for out-of-pocket expenses incurred in connection with activities on the Company's behalf. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which presently consists of two directors who may seek reimbursement. If our directors will not be deemed "independent," we will generally not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. Although the Company believes that all actions taken by our directors on the Company's behalf will be in the Company's best interests, the Company cannot assure the investor that this will actually be the case. If actions are taken, or expenses are incurred that are actually not in the Company's best interests, it could have a material adverse effect on our business and plan of operation and the price of our stock held by the public stockholders.
Risks related to our Common Stock
Our historic stock price has been volatile and the future market price for our Common Stock is likely to continue to be volatile. Further, the limited market for our shares will make our price more volatile. This may make it difficult for you to sell our Common Stock.
The public market for our Common Stock has been very volatile. Between January 1, 2005 and June 30, 2009, the market price for our Common Stock has ranged from $0.10 to $7.00. Any future market price for our shares is likely to continue to be very volatile. This price volatility may make it more difficult for you to sell shares when you want at prices you find attractive. Further, the market for our Common Stock is limited and we cannot assure you that a larger market will ever be developed or maintained. The last reported sales price for our Common Stock on June 30, 2009 was $1.45 per share. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, this may make it difficult or impossible for you to sell our Common Stock.
The Company's shares of Common Stock are subject to quotation on the OTC Bulletin Board and the Frankfort Borse, which limits the liquidity and price of the Company's Common Stock.
The Company's shares of Common Stock are subject to quotation on the OTC Bulletin Board under the symbol "PLMO" and on the Frankfort Borse under the symbol "PBO". Quotation of the Company's securities on the OTC Bulletin Board and the Frankfort Borse limits the liquidity and price of the Company's Common Stock more than if the Company's shares of Common Stock were listed on The Nasdaq Stock Market or a national exchange. There is currently only a limited trading market in the Company's Common Stock. There can be no assurance that there will be an active trading market for the Company's Common Stock in the foreseeable future. In the event that an active trading market commences, there can be no assurance as to the market price of the Company's shares of Common Stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Our Common Stock is subject to the Penny Stock Rules of the SEC and the trading market in our Common Stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our Common Stock.
The Commission has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that, prior to any transaction:
• the broker or dealer approve a person's account for transactions in penny stocks; and
• the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
• obtain financial information and investment experience objectives of the person; and
• make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
• sets forth the basis on which the broker or dealer made the suitability determination; and
• that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
State blue sky registration; potential limitations on resale of the Company's Common Stock
The holders of the Company's shares of Common Stock registered under the Exchange Act and those persons who desire to purchase them in any present or future trading market, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell the Company's securities. Accordingly, investors should consider the secondary market for the Registrant's securities to be a limited one.
The Company may seek coverage and publication of information regarding the Company in an accepted publication manual which permits a manual exemption. The manual exemption permits a security to be distributed in a particular state without being registered if the Registrant issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published by Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.
Dividends unlikely
The Company does not expect to pay dividends for the foreseeable future because it has no revenues, and any cash it has from time to time is dedicated to paying operating expenses and funding PulmoScience. The payment of dividends will be contingent upon the Company's future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will be within the discretion of the Company's board of directors as then constituted. Management expects to retain any earnings for use in its business operations and, accordingly, we do not anticipate declaring any dividends in the foreseeable future.
Item 2.
Item 2. Properties.
Our principal executive office address and telephone number are 1035 Park Avenue, Suite 7B New York NY 10028 and (646) 827-9362 and are provided at no cost.
Item 3.
Item 3. Legal Proceedings.
Our Company is not the subject of any pending legal proceedings; and to the knowledge of Management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of our Management, no director or executive officer is party to any action in which he has an interest adverse to us.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
There has never been any established public trading market for shares of our Common Stock that were accepted for quotations on the OTC Bulletin Board in September 2004. No assurance can be given that any established public trading market for our Common Stock will develop or be maintained. For any established public trading market that develops for our Common Stock, the sale of "restricted securities" (Common Stock) pursuant to Rule 144 of the Commission by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such established public trading market. Former members of management have already satisfied the one year holding period of Rule 144 for public sales of their respective holdings in our Company in accordance with Rule 144. See the caption "Recent Sales of Unregistered Securities," of this Item, below.
However, Rule 144, as recently amended, prohibits the reliance on Rule 144 for the resale of securities of a company that is a "shell company." We believe that we ceased to be a shell company on February 29, 2008, the effective date of our merger with Lumen, and that the Registration Statement on Form S-4 (Registration No. 333-146685) provided "Form 10 Information" within the meaning of Rule 144(i)(3). We also believe that, pursuant to Rule 144(i)(2), our restricted securities may be sold in accordance with Rule 144 commencing on October 12, 2008, the first anniversary of the date the Form 10 Information was initially filed with the Commission.
A minimum holding period of six months is required for resales under Rule 144, along with other pertinent provisions, including publicly available information concerning our Company; limitations on the volume of restricted securities which can be sold in any ninety (90) day period; the requirement of unsolicited broker's transactions; and the filing of a Notice of Sale on Form 144.
The range of high and low closing quotations for our Common Stock during each quarter of the fiscal year ended December 31, 2007, for the transition period from January 1, 2008 to March 31, 2008, for the fiscal year ended March 31, 2009 and for the first quarter of fiscal 2010 is shown below. Prices are inter-dealer quotations as reported by the NASD and do not necessarily reflect transactions, retail markups, mark downs or commissions. All prices have been adjusted to reflect the one for ten exchange ratio in connection with the reincorporation of Syntony in Delaware.
Stock Quotation
The closing price for our Common Stock on June 30, 2009 was $1.45.
The future sale of presently outstanding "restricted securities" (Common Stock) of our Company by present and former members of Management and others may have an adverse effect on any market in the shares of Common Stock of our Company.
Holders
The number of record holders of our Common Stock as of June 30, 2009 was approximately 3,534.
Dividends
Our Company has not declared any cash dividends with respect to our Common Stock, and does not intend to declare dividends in the foreseeable future. There are no material restrictions presently limiting our ability to pay dividends on our securities.
Recent Sales of "Restricted Securities"
The sale of our unregistered securities during the period January 1, 2006 to March 31, 2009 is as shown below.
		Name
		Date 		Acquired
		Number of 		Shares1
		Aggregate 		$ Consideration
		Tendall 		FZCO2
		June 2006
		1,231,501
		598,628
		Alain 		Vetterli2,3
		June 2006
		1,000
		Ian Ilsley2,3
		June 2006
		Jockey 		Holdings LTD.2
		June 2006
		60,000
		300,000
1 Adjusted for the one for ten exchange ratio in connection with the reincorporation of Syntony in Delaware which occurred on October 1, 2006.
2 These shares were acquired from Michael Vardakis by Tendall FZCO, Alain Vetterli, Ian Ilsley, and Jockey Holdings LTD. in a private transaction, pursuant to the so-called "Section 4(1/2)" exemption recognized by the Securities and Exchange Commission as an exemption from the registration provisions of Section 5 of the Securities Act for private non-issuer resales of "restricted securities" that meet the criteria of sales of securities that are issued pursuant to Section 4(2) of the Securities Act. Each of Tendall FZCO, Alain Vetterli, Ian Ilsley and Jockey holdings LTD. is an "accredited investor" as that term is defined under Rule 144, and had access to all material information about our Company at the time that he acquired these securities.
3 During 2007, Messrs. Vetterli and Ilsley were directors of our Company and Mr. Vetterli was our Chief Executive Officer, Chief Financial Officer and Secretary. Mr. Vetterli resigned as a director, and from all officer positions on March 5,
In December 2006, our Company commenced a private placement of its Common Stock to twenty accredited investors. Each could subscribe for 1,000,000 shares of our Company's post-Reincorporation Stock Split Common Stock for $50,000, $0.05 per share, subject to acceptance by our Company's Board. Nineteen investors remitted the purchase price to our Company by December 31, 2006 and the twentieth in January 2007. Our Company accepted all twenty subscriptions in January 2007 and, pursuant to Rule 419 under the Securities Act of 1933, agreed to place in escrow pursuant to the terms of Rule 419 the proceeds of the private placement and the 20,000,000 shares of Common Stock subscribed for. The $950,000 received in December 2006 was classified as a liability on our Company's balance sheet as at December 31, 2006 under the caption Stock Subscription Payable. Pursuant to Rule 419, these investors could demand the refund of their investment and a minimum of 90% of the proceeds from the sale would be refunded. In July 2007, the twenty investors and our Company agreed to rescind their subscriptions for an aggregate of 20,000,000 shares of our Company's Common Stock and an aggregate of $900,000 was returned to these investors by our Company. The offering of the 20,000,000 shares of our Common Stock was exempt from the registration requirement of the Securities Act of 1933 under Section 4(2) thereof. We did not offer or sell any of our unregistered securities after the private placement described in this paragraph.
Securities Authorized for Issuance under Equity Compensation Plans
We have no equity compensation plans.
Purchases of Company Equity Securities
Neither we nor any of our affiliates purchased any of our equity securities during the fourth quarter of the fiscal year covered by this Annual Report.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Forward-looking Statements
Statements made in this Annual Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of our Company, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations, products, services and prices.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. Our Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $2,126,000 and a working capital deficiency of approximately $2,061,000 as of March 31, 2009; additionally, negative cash flows from operations and further losses are anticipated until such time that the Company can successfully bring its product to market. Since inception, the source of financing has principally been from stockholder and related party borrowings. A certain stockholder has committed to continue the funding of deficit operations during the 12 month period following the release of this report, or until such time that the Company obtains debt or equity financing from financial institutions or other accredited investors.
The Company's management is actively seeking additional sources of debt and equity financing and plans on developing cash flows through future fiscal period product development and sales.
There can be no assurance that management will be successful in carrying out its objectives and plans, nor can there be assurance that the stockholder will provide the necessary funds to finance the Company's continued deficits. These and other factors in combination raise substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.
Plan of Operation
Our plan of operation for the next 12 months is to concentrate on advancing PulmoScience's PulmoBind technology toward regulatory approval and commercialization.
We will be required to raise additional funds in the next 12 months in order to continue in existence. Since the Change in Ownership referred in Note D to the Notes to Consolidated Financial Statements included in this Annual Report, the funds required have been provided by our principal stockholder, Tendall FZCO. While Tendall is not obligated to continue providing funding to our Company, it has advised us that it will continue to do so during the next 12 months until the Company is able to raise debt or equity funds from financial institutions of accredited investors.
We do not have any off-balance sheet arrangements and do not expect to have any during the next 12 months.
Results of Operations
Our Company has generated no profit since inception. We generated a net loss of ($796,007), for the year ended March 31, 2009, and ($285,268) for the year ended March 31, 2008. Cumulative losses total ($1,374,003) since our quasi-reorganization when we recommenced our development stage on March 26, 2001. Primarily, these losses are the result of funding PulmoScience, attorney's fees and accounting fees.
Liquidity
During the year ended March 31, 2009 and the year ended March 31, 2008, expenses were paid by a principal stockholder in the amounts of $40,000 and $68,584 respectively; and during years prior to March 31, 2008, additional expenses paid by a principal stockholder totaled $28,760. This aggregate amount of $96,186 outstanding as of March 31, 2009, is unsecured, non-interest bearing and is due on demand.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We have no market risk sensitive instruments.
Item 8.
Item 8. Financial Statements.
Pulmo BioTech Inc. and Subsidiary
			(Formerly Acorn Acquisition Corp. and Subsidiary)
			[A Development Stage Company]
Report of Independent Registered 		Public Accounting Firm
To the Board of Directors and Stockholders
Pulmo BioTech Inc. and Subsidiary
We have audited the accompanying consolidated balance 		sheets of Pulmo Bio Tech Inc. and Subsidiary (A Development Stage 		Company) (the "Company") as of March 31, 2009 and 2008, and the related 		consolidated statements of operations, stockholder's equity 		(deficiency), and cash flows for the years then ended, and for the 		period from Reactivation (March 26, 2001) through March 31, 2009. The 		Company's management is responsible for these financial statements. Our 		responsibility is to express an opinion on these financial statements 		based on our audits.
We conducted our audits in accordance with the 		standards of the Public Company Accounting Oversight Board (United 		States). Those standards require that we plan and perform the audits to 		obtain reasonable assurance about whether the financial statements are 		free of material misstatement. The Company is not required to have, nor 		were we engaged to perform, an audit of its internal control over 		financial reporting. Our audits included consideration of internal 		control over financial reporting as a basis for designing audit 		procedures that are appropriate in the circumstances, but not for the 		purpose of expressing an opinion on the effectiveness of the Company's 		internal control over financial reporting. Accordingly, we express no 		such opinion. An audit also includes examining, on a test basis, 		evidence supporting the amounts and disclosures in the financial 		statements, assessing the accounting principles used and significant 		estimates made by management, as well as evaluating the overall 		financial statement presentation. We believe that our audits provide a 		reasonable basis for our opinion.
In our opinion, the consolidated financial statements 		referred to above present fairly, in all material respects, the 		financial position of the Company as of March 31, 2009 and 2008, and the 		results of its operations and its cash flows for the years then ended 		and for the period from Reactivation (March 26, 2001) through March 31, 		2009, in conformity with accounting principles generally accepted in the 		United States of America.
The accompanying financial statements have been 		prepared assuming that the Company will continue as a going concern. As 		discussed in Note C to the financial statements, the Company is in the 		development stage and has suffered recurring losses since inception and 		has an accumulated deficit. This raises substantial doubt about the 		Company's ability to continue as a going concern. Management's plans in 		regards to these matters are also described in Note C. The accompanying 		financial statements do not include any adjustments that might result 		from the outcome of this uncertainty.
/s/ Raich Ende Malter & Co LLP
Raiche Ende Malter & Co LLP
New York, New York
July 13, 2009
Pulmo Bio Tech Inc. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
March 31,
March 31,
		ASSETS
		Current assets:
		Cash and cash equivalents
$ 		49,549
$ 		328,532 		
		Sales tax refund receivable
		7,755
		6,739
		Research & development tax credits receivable
		44,107
		283,829
		Prepaid expenses
		-
		1,402
		Total assets
		$ 101,411 		
		$ 620,502 		
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
		Loan payable - related parties
$ 1,563,671 		
$ 1,319,289 		
Accounts payable and accrued expenses
233,540
104,968
Common stock of subsidiary subject to mandatory 		redemption
365,271
446,291
Total current liabilities
2,162,482 		
1,870,548 		
Stockholders' deficit:
Preferred stock, 2,500,000 shares authorized at $0.0001 		par value, none issued or outstanding
-
-
Common stock, 250,000,000 shares authorized at $0.0001 		par value; 52,622,574 shares issued
5,262
5,262
Additional paid-in capital
86,929
86,929
Unrealized foreign currency translation loss
(25,768)
(12,750)
Deficit accumulated prior to the development stage 		
(751,491)
(751,491)
Deficit accumulated during development stage
(1,374,003)
(577,996)
Treasury stock, at cost, 1,000 and -0- shares of common 		stock, respectively
(2,000)
-
Total stockholders' deficit
(2,061,071)
(1,250,046)
Total liabilities and stockholders' deficit
$ 101,411
$ 620,502
See the accompanying notes to consolidated financial 		statements 		
Pulmo Bio Tech Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statement of Operations
See accompanying notes to consolidated financial statements
Pulmo Bio Tech Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statement of Cash Flows
See accompanying notes to consolidated financial statements.
Pulmo BioTech Inc. and Subsidiary
(Formerly Acorn Acquisition Corp. and Subsidiary)
[A Development Stage Company]
Notes to Consolidated Financial Statements　
NOTE A Organization and Basis of Presentation
Pulmo BioTech Inc. (formerly Acorn Acquisition Corp.) (the "Company") was incorporated under the laws of the state of Delaware on July 20, 2006 by its then parent, Syntony Group, Inc. The Company was formed to enable Syntony Group, Inc. to merge into the Company, thus effecting a reincorporation in Delaware. The merger was effective on October 1, 2006, and provided for each ten shares of Syntony Group, Inc. to become one share of the Company. The accompanying financial statements retroactively reflect all stock splits as at the beginning of the periods presented.
Syntony Group, Inc. was incorporated under the laws of the State of Utah on December 12, 1980 as Puma Energy, Inc. In 1981, the Company's focus was the development of oil and gas wells. However, by 1987, the Company had depleted all assets and became inactive. On June 8, 1989, the Company changed its name to Syntony Group, Inc. The Company then changed its purpose to developing and marketing a proprietary cosmetic. However, failing to obtain approval from the United States Food and Drug Administration, the Company abandoned these planned operations and became dormant. In March 2001, the Company reactivated and amended its bylaws to reflect that the provisions of the Utah Control Share Acquisition Act should not apply to the Company.
In July 2005, the Company incorporated its wholly owned subsidiary, Syntony Acquisition Corp. (the "Subsidiary"), under the laws of the State of Nevada. The Subsidiary issued 1,000 shares at a par value of $1.00. The Subsidiary was formed for the sole purpose of merging with another company.
The Company is in the development stage and is developing its planned principal operations. Financing for the Company's activities to date has been provided primarily by the issuance of stock and by advances from stockholders and an affiliate (Note F).
On October 1, 2007, the Company entered into an Agreement and Plan of Merger with Lumen Medical, Inc. ("Lumen"). The Merger Agreement provides for a business combination whereby Lumen will be merged with and into the Company in accordance with the terms of the Merger Agreement, with the Company continuing as the surviving corporation (the "Merger"). On February 29, 2008, the transaction was completed (Note G). Pursuant to the Merger, the stockholders of Lumen received in exchange for all of the outstanding shares of Lumen an aggregate of 51,250,000 shares of common stock, $0.0001 par value per share, of the Company.
As a result of the merger of Lumen Medical, Inc. into the Company on February 29, 2008, the Company changed its name to Pulmo Bio Tech Inc.
The acquisition of Lumen has been recorded under the purchase method of accounting. As both the Company and Lumen are under common ownership, the assets and liabilities of Lumen and its Canadian subsidiary, PulmoScience, Inc., were recorded at their historical cost and the operations of Lumen are reflected in the financial statements at their historical amounts. Each outstanding share of Lumen received 3,125 shares of common stock of the Company. At February 29, 2008, Lumen's liabilities exceeded its assets by $877,214. This excess has been reflected as a reduction of additional paid in capital.
The assets acquired and liabilities assumed of Lumen Medical, Inc. as of February 29, 2008, at historical cost, are as follows:
Cash $ 462,553
Income tax credits receivable 290,568
Prepaid expenses 1,539
Due from affiliate 93,539
Common stock subject to mandatory redemption (446,291)
Loan - Stockholder (1,177,485)
Accounts payable (101,637)
$ (877,214)
Lumen was incorporated on February 23, 2006 as a vehicle to invest in North American businesses. On July 27, 2006, Lumen identified PulmoScience, Inc. ("PulmoScience") as the subject for investment and during 2006 increased its ownership of PulmoScience to 51%. PulmoScience is a development stage biotechnology company that is developing a noninvasive Molecular Imaging solution for the diagnosis of Pulmonary Embolism, Pulmonary Hypertension, and Lung Inflammatory diseases. This new diagnostic methodology is called PulmoBind. PulmoBind uses an intravenously delivered radionucleide tagged molecule which specifically bonds to the inner walls of the circulatory system in the lungs, and by the use of an external Gamma Camera allows an image of the integrity of the blood vessels throughout the lungs to be seen by a diagnostic clinician.
PulmoScience was initially owned 51% by the Company with the remainder of the equity shared between Innovacor (a subsidiary of the Montreal Heart Institute) and Dr. Jocelyn Dupuis (the originator of the PulmoBind Molecular Imaging technology). The Company had an option to increase its stake in PulmoScience to 61% with the payment of an additional $200,000 (Canadian). On June 17, 2008, the Company exercised this option by the cancellation of its loan receivable from PulmoScience in exchange for 2,564,102 shares of common stock of PulmoScience.
The Company also has an option to purchase the 39% remaining noncontrolling interest in PulmoScience (the "39% Option") for $10,000,000 (Canadian) (the "39% Option Price"). The Company has the option to pay the 39% Option Price in the form of its publicly traded shares having an aggregate market value equal to the 39% Option Exercise Price based on the weighted average price of the Company's publicly traded shares during the 30-days preceding the exercise of the 39% Option converted into Canadian Dollars at the spot rate as published by the Bank of Nova Scotia on the last trading date immediately preceding the exercise of the 39% Option.
A significant stockholder of the Company owned approximately 57.9% of the common stock of Lumen prior to the merger.
NOTE B Summary of Significant Accounting Policies
Fiscal Year Change
On May 13, 2008, the Board of Directors of the Company approved a change in the Company's fiscal year end from December 31 to March 31, effective March 31, 2008.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and the subsidiary. All significant intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers highly liquid financial instruments purchased with a maturity date of three months or less to be cash equivalents.
Research and Development Costs
Research and development costs are expensed as incurred. Amounts in connection with Canadian government assistance programs, such as investment tax credits for research and development costs, are reflected as income tax credits when the costs are incurred, provided the Company is reasonably certain that the credits will be received based on their refundable nature. Non-refundable credits can be carried forward and serve to reduce future fiscal period taxes in profitable periods. Furthermore, the investment tax credits for research and development costs must be examined and approved by the applicable Canadian tax authorities prior to payment of the cost reimbursement, or determination of the carryforward value. It is possible that the amounts granted will differ from the amounts received.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using the straight-line or declining balance method over the useful lives of the related assets. Expenditures for maintenance and repairs are charged to expense as incurred. There were no depreciable assets as of March 31, 2009 and 2008.
Income Taxes
Deferred taxes have been provided on temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when differences are expected to reverse. A valuation allowance is provided when it is more likely than not that the deferred tax benefit will not be realized. The Company has taken a full valuation allowance on all deferred tax assets, principally being U.S. and Canadian net operating loss carryforwards and research and development investment tax credits in Canada.
Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" ("FIN No. 48"). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in a Company's financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes", and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure, and transition.
The Company's policy is to classify income tax assessments, if any, as interest expense and as general and administrative expense for penalty assessments.
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period plus dilutive common stock equivalents, using the treasury stock method. As of March 31, 2009 and for the years ended, March 31, 2009 and 2008, there were no potentially dilutive shares.
Foreign Currency Translation
Monetary assets and liabilities in foreign currency are translated at the exchange rate in effect at the balance sheet date, whereas other assets and liabilities are translated at the transaction date. Income and expenses in foreign currency are translated at the exchange rate in effect at the transaction date. Gains and losses are included in income. The financial statements and transactions of PulmoScience as of and for the years ended March 31, 2009 and 2008 were translated from their functional Canadian currency into U.S. currency using the convenience translation method whereby all Canadian amounts were converted into U.S. dollars at the noon exchange rate quoted by the Bank of Canada as of the balance sheet date.
Fair Value Measurements and Financial Instruments
Effective in a prior fiscal year, the Company adopted both FAS 157 and FAS 159, without any effect.
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157"), defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require the use of fair value measurements. A fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability.
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement 115" ("SFAS 159"), permits an entity to elect to measure various financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected should be reported in earnings at each subsequent reporting date.
The fair value of research and development tax credits receivable, sales tax refunds receivable, related party demand loans and accounts payable and accrued expenses approximate their carrying amounts due to their short maturity. The shares of common stock of a subsidiary subject to mandatory redemption are carried at fair value.
Revenue Recognition
The Company recognizes revenue when earned, which will be when services are rendered or products are delivered to customers. There has been no revenue to date.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" (SFAS No. 165). SFAS No. 165 requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For nonrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity will be required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. In addition, SFAS No. 165 requires an entity to disclose the date through which subsequent events have been evaluated. SFAS No. 165 is effective for the Company beginning in the first quarter of fiscal year 2010 and is required to be applied prospectively. Management currently anticipates that the adoption of SFAS No. 165 will not have a material impact on the consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, '"Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51". The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require the following changes. The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary is initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The change to current practice resulting from the adoption of SFAS No. 160 is effective for the Company beginning in the first quarter of fiscal year 2010. The Company does not expect the adoption of SFAS No. 160 to have a material effect on its financial statements.
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations - Revised," that improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, this statement establishes principles and requirements how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The changes to current practice resulting from the application of SFAS No. 141(R) are effective for the Company beginning in the first quarter of fiscal year 2010. The Company does not expect the adoption of SFAS No. 141(R) to have a material effect on its financial statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133". SFAS No. 161 gives financial statement users better information about the reporting entity's hedges by providing for qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for the Company beginning in the first quarter of fiscal year 2010. The Company does not anticipate the adoption of SFAS No. 161 will have a material effect on its financial statements.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE C Going Concern
The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $2,126,000 and a working capital deficiency of approximately $2,061,000 as of March 31, 2009; additionally, negative cash flows from operations and further losses are anticipated until such time that the Company can successfully bring its product to market. Since inception, the source of financing has principally been from stockholder and related party borrowings. A certain stockholder has committed to continue the funding of deficit operations during the 12 month period following the release of this report, or until such time that the Company obtains debt or equity financing from financial institutions or other accredited investors.
The Company's management is actively seeking additional sources of debt and equity financing and plans on developing cash flows through future fiscal period product development and sales.
There can be no assurance that management will be successful in carrying out its objectives and plans, nor can there be assurance that the stockholder will provide the necessary funds to finance the Company's continued deficits. These and other factors in combination raise substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.
NOTE D　 Stockholders' Equity
Change in Ownership:
Effective June 30, 2006, the Company's then controlling stockholder, Michael Vardakis ("Vardakis") entered into a stock Purchase Agreement (the "Agreement") with David Price ("Price"), pursuant to which, among other things, Vardakis agreed to sell to Price and Price agreed to purchase from Vardakis, 1,234,500 shares of Common Stock of the Issuer owned of record and beneficially by Vardakis (the "Purchased Shares"). Under the terms of the Agreement, Price assigned all of his rights and obligations with respect to the Purchased Shares as follows: 1,234,500 shares to Tendall FZCO ("Tendall"), a Dubai Free Zone corporation owned and controlled by Price: 1,000 shares to Alain U. Vetterli ("Vetterli"); 500 shares to Ian Ilsley ("Ilsley"); and 500 shares to Robert Lawrence Banner ("Banner").
Each of Price, Tendall, Vetterli, Ilsley and Banner are "accredited investor(s)" as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). The aggregate purchase price for the Purchased Shares represented approximately 90.0% of the then 1,372,574 issued and outstanding shares of Common Stock. The purchase and sale of the Purchased Shares took place at a closing (the "Closing") held on June 30, 2006.　　
Effective June 30, 2006, Vardakis entered into an Installment Purchase Agreement (the "Installment Agreement") with Price, pursuant to which, among other things, Vardakis agreed to sell to Price and Price agreed to purchase from Vardakis, an additional 60,000 shares of Common Stock of the Company owned of record and beneficially by Vardakis ( the "Installment Shares"). Under the terms of the Installment Agreement, Price assigned all of his rights and obligations under the Installment Agreement with respect to the Installment Shares to Jockey Holdings LTD, a British West Indies corporation ("Jockey"). Jockey is an accredited investor. The aggregate purchase price for the Installment Shares is $ 300,000, or $5.00 per share.
The Installment Shares represented approximately 4.4% of the then 1,372,574 issued and outstanding shares of Common Stock. The Installment Agreement provides that the purchase price for the Installment Shares will be paid in 12 consecutive monthly installments, without interest, commencing on October 31, 2006 and on the last day of each month thereafter through and including September 30, 2007. If any such day is not a Business day, the installment will be due on the following business day. There are a series of conditions to the purchase and sale of the Installment Shares, including: (i) Vardakis putting the Installment Shares and 30,000 additional shares of Common Stock owned of recorded and beneficially by Vardakis into escrow pursuant to an Escrow Agreement (the "Escrow Agreement") among Vardakis, Price, Jockey and Hirshfield Law, as Escrow Agent, to ensure Vardakis' performance under the Installment Agreement; and (ii) Price putting 200,000 of the Purchased Shares into escrow pursuant to the Escrow Agreement to ensure the performance of Price's assignee under the Installment Agreement.
Another condition of the agreement was that Vardakis was to assume all liabilities of the Company as at June 30, 2006. The purchase price for the shares was placed　in escrow and all liabilities of the Company as at June 30, 2006 were paid by an escrow agent on behalf of Vardakis. The liabilities paid by the escrow agent were comprised of legal and accounting fees and stock transfer agent fees that aggregated $65,334. Additionally, the escrow agent paid Vardakis $28,580 for non interest bearing advances made by Vardakis to the Company.　　
The assumed liabilities were credited to additional paid-in capital.
In December 2006, the Company commenced a private placement of its common stock to twenty accredited investors. Each could subscribe for 1,000,000 shares of the Company's common stock for $50,000, $0.05 per share, subject to acceptance by the Company's Board. Nineteen investors remitted the purchase price to the Company by December 31, 2006 and the twentieth in January 2007. The Company accepted all twenty subscriptions in January 2007 and, pursuant to Rule 419 under the Securities Act of 1933, agreed to place in escrow pursuant to the terms of Rule 419 the proceeds of the private placement and the 20,000,000 shares of common stock subscribed for. The $950,000 received in December 2006 was classified as a liability at that time. Each of the twenty investors had a right to choose to have their purchase price refunded less up to 10% of the proceeds which the Company may use for payment of its costs and expenses. In July 2007, the Company and the investors agreed that the stock subscriptions were to be refunded and these investors were paid $900,000 in the aggregate and their subscriptions were cancelled. The difference between the original escrowed amount of $1,000,000 and the amount refunded was credited to additional paid-in capital.
Common Stock
On April 2, 2001, the Company reverse split its common stock outstanding on the basis of 1 for 1,428 shares, while retaining the authorized shares and par value. There was a provision that no stockholder, on a per stock certificate of record basis, owning 100 or more shares shall be reduced to less than 100 shares as a result of the reverse split. Further, all fractional shares were rounded up to the nearest whole share, with the Company being authorized to issue such shares as are necessary for the rounding of fractions shares. On October 1, 2006, the Board of Directors approved a reverse common stock split of 1 common share for every 10 common shares then outstanding through the process of reincorporation as described below. All common shares and per share amounts retroactively reflect the reverse stock splits as the date of Reactivation, March 26, 2001.
In April 2001, the Company authorized and issued 925,000 post-split shares of common stock at $.02 per share to an officer for costs and expenses advanced on behalf of the Company.　　　
In September 2002, the Company issued 400,000 post-split shares of common stock to an individual at $.02 per share for services rendered to the Company.
On October 1, 2006, the Board of Directors approved a reverse common stock split of 1 common share for every 10 common shares then outstanding. In addition, Syntony Group, Inc. was merged into Acorn Acquisition Corp. The reincorporation reduced the number of authorized shares of Syntony Group, Inc. from 800,000,000 shares of common stock of Syntony Group, Inc. to 250,000,000 shares of common stock of Acorn Acquisition Corp. and reduced the number of issued shares of common stock from 13,723,462 to 1,372,574 shares of common stock of Acorn Acquisition Corp. All fractional shares were rounded up to the nearest whole share.
By written consent dated July 20, 2006, the shareholders of the Company's common stock, par value $.0001 per share, approved the reincorporation of the company from the State of Utah to the State of Delaware. The reincorporation was effected pursuant to an Agreement and Plan of Merger, dated as of July 20, 2006 by and between the Company and Acorn Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company. On July 20, 2006, the Boards of Directors of the Company and Acorn Acquisition Corp. unanimously approved the Merger Agreement, and subsequently the Company, a sole stockholder of Acorn Acquisition Corp., and the holders of more than 90% of the shares of Common Stock outstanding on the Record Date (July 20, 2006) adopted the Merger Agreement by signing the Written Consent of Shareholders. Under the terms of the Merger Agreement, the presently issued and outstanding shares of common stock of Syntony Group Inc., par value $0.0001 per share were converted on a one-for-ten basis into shares of Common Stock, par value $0.0001 of Acorn Acquisition Corp. The Merger of Syntony Group Inc. into Acorn Acquisition Corp. was effective October 1, 2006.
Non Controlling Interest
Innovacor Limited Partnership ("ILP") received 3,185,000 shares of PulmoScience in exchange for granting PulmoScience an exclusive sublicense agreement. The fair value of the shares issued to ILP of $676,854 was charged to operations as the acquisition, and write-down of the sublicense.
On July 27, 2006, PulmoScience issued 1,715,000 of its common shares to Dr. Jocelyn Dupuis for cash of $15 and $364,445 in services regarding research and development costs for a total of $364,460 which represents the fair value of the shares issued on that date. The excess of redemption amount over common shares value of $31,239 was charged to operations at the time issued.
These common shares are subject to mandatory redemption upon the death of the stockholder and are adjusted by changes in foreign currency translation.
As of March 31, 2009, losses incurred by PulmoScience exceed the Non Controlling Interest of the investment of $676,854 and no Non Controlling Interest has been recorded. Non Controlling Interest will be reinstated when the income exceeds the unrecognized Non Controlling Interest in accordance with the terms of SFAS 160.
Treasury stock
In August 2008, a former officer of the Company had sold his 1,000 shares of common stock for $2.00 per share to the Company. The Company has recorded this acquisition as treasury stock.
NOTE E Income Taxes
As of March 31, 2009 and 2008, and at the date of adoption, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements in accordance with FIN No. 48. The Company currently has no federal or state tax examinations in progress. All of the Company's tax years from 2004 are open to federal and state tax examination subject to applicable statute.
Since the change in ownership on June 2006 was over 50%, the change triggered a limitation on the utilization of the net operating loss carryforwards at the time of the change of ownership. The amount of operating loss carryforwards at the date of the change in ownership was approximately $118,000. Under the formula contained in Internal Revenue Code Section 382, the amount of net operating loss deductible by the Company in any one year is approximately $40,000. The total United States net operating loss available to be carried forward at March 31, 2009 is $1,396,722. The carryforwards expire through 2028. At the merger of Lumen, its Canadian majority subsidiary, Pulmoscience, had Canadian and federal and provincial operating loss carryforwards of approximately $400,000 which expire through 2020. PulmoScience also had research and development investment tax credit carryforwards of $80,500 which can be utilized against future Canadian income tax liabilities.
Management has determined that it is more likely than not that the net operating loss will not be utilized in the future, and, accordingly, the deferred United States tax assets at March 31, 2009 and 2008 of $317,300 and $110,400 respectively, have been fully reserved. Additionally, the deferred Canadian tax assets resulting from research and development tax credits and operating loss carryforwards of $280,000 have been fully reserved at March 31, 2009.
A reconciliation of the statutory income tax effective rate to the actual provision shown in the financial statements is as follows:
NOTE　F Stockholder Loan/Related Party Transactions
　
As of March 31, 2009, the Company and its subsidiary had borrowed an aggregate of $1,467,484 from a significant stockholder. The loans were non interest bearing and payable on demand.
As of March 31, 2009, the Company and its subsidiary had borrowed an aggregate of $96,186 from an affiliate. The loans were non interest bearing and payable on demand.
For the years ended March 31, 2009 and 2008, the Company paid legal services to an officer of the Company of $18,125 and $18,000, respectively.
For the year ended March 31, 2009 and 2008, the Company paid $131,542 and $22,100 respectively to a company controlled by a stockholder.
PulmoScience pays consulting fees to a company that provides software and hardware solutions for commercial and medical events, owned by a director and pays consulting fees to a company owned by an officer of the Company. In addition, PulmoScience pays research fees including office and administrative expenses to Montreal Heart Institute ("MHI").
Note G Subsequent Event
On June 15, 2009, the Company entered into a fundraising agreement with Moody's Capital Solutions, Inc. to secure up to $7.5 million in funding to assist the Company in working towards Phase II approval for its current product under research and development. As this agreement provides for only a "best efforts" undertaking by Moody Capital, there can be no assurance Moody Capital can raise all or any portion of the funding that the Company requires on terms acceptable and in the Company's best interests.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our President/Treasurer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effectively designed to ensure that information required to be disclosed or filed by us is recorded, processed or summarized, within the time periods specified in the rules and regulations of the Commission. It should be noted that the design of any system of controls is based in part upon 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, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
Changes in Internal Controls Over Financial Reporting
We had no changes in our internal control over financial reporting during the period of this Annual Report
Item 9A(T). Controls and Procedures.
As of March 31, 2009, Mr. Garry McCann, who is our Chief Executive Officer, and Rajiv Garg, who is our Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act). Based upon that evaluation, Mr. McCann concluded that our disclosure controls and procedures were effective, as of the date of his evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by us under the Exchange Act.
Changes in Internal Controls Over Financial Reporting
During the quarter ended March 31, 2009, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate.
Our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control over Financial Reporting-Guidance for Smaller Public Companies."
We are a development stage organization, with our Chief Executive Officer having control over all the detail accounting transactions and the day-to-day activities. Although this control rests with the Chief Executive Officer, care was taken to select and employ key controls which are sensitive to the segregation of duties issue. Based on our assessment of those criteria, management believes that the company maintained effective internal control over financial reporting as of March 31, 2009.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the registered public accounting firm pursuant to temporary rules of the Commission that permit the Company to provide only management's report in this annual report.
Item 9B.
Item 9B. Other Information.
None; not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth the names and the nature of all positions and offices held by all directors and executive officers of our Company for the fiscal years ending December 31, 2007, the transition period between January 1 and March 31, 2008, the fiscal year ending March 31, 2009, and to the date hereof, and the period or periods during which each such director or executive officer served in his or her respective positions.
Name
Positions Held
Date of Election
Date of Resignation
Alain U. Vetterli
President, Treasurer, Secretary, CEO,
		CFO and Director
June 2006
March 2008
Ian Ilsley
Director
June 2006
N/A
Robert L. Banner
Director
June 2006
January 2007
Garry McCann
President, Treasurer, CEO, CFO and Director
March 2008
N/A except resigned as 		
CFO in May 2008
Peter B Hirshfield
Secretary
March 2008
N/A
Rajiv Garg
Chief Financial Officer
May 2008
N/A
Term of Office.
The term of office of the current directors continues until the annual meeting of stockholders, which has been scheduled by the Board of Directors to be held in November of each year and until their successors shall be elected and take office. The annual meeting of the Board of Directors immediately follows the annual meeting of stockholders, at which officers for the coming year are elected. Current officers remain in office until their successors shall be elected and take office.
Business Experience.
Alain U. Vetterli, age 45, served as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director between June 2006 and March 2008. Since 2005, Mr. Vetterli has been the Chairman and Chief Executive Officer of A&M Corp. FZCO (Dubai), a business consulting company. Between 2000 and 2005, Mr. Vetterli was the Director General for Switzerland for PROSEGUR S.A., a global acting security company. Mr. Vetterli received a BA in business and administration in 1981 from Swiss Business School and an MA in English from the University of Miami.
Ian Ilsley, age 59, has served as Director since June, 2006. Since 1984, Mr. Ilsley has been the Managing Director of Bureau d'Administration de Services et d'Etudes (Monaco), a small but long-established Monegasque financial services and management consulting business that offers trust, offshore management and tax planning and related activities. Since 1998, Mr. Ilsley has also been the Managing Director of Garnham & Co. Limited (Bermuda), a corporate consultancy/corporate finance business operating under the Garnham and Fulton Partners names. Mr. Ilsley holds a degree in accountancy and business studies from Thames Valley University and is qualified as a Chartered Certified Accountant.
Robert Lawrence Banner, age 64, served as Director between June 2006 and January 2007. Mr. Banner is currently retired. Between 2001 and 2005, Mr. Banner was the Chairman of Morgan Brookes plc, a voice and data network integrator, and between 2001 and 2004, he was the Executive Chairman of Atex Media Command, a developer and deployer of mission-critical advertising, editorial, circulation and business intelligence solutions. Mr. Banner attended courses at Manchester University and the Paris Chamber of Commerce Management School and is qualified as a Chartered Certified Accountant.
Garry McCann, age 49, served as Chief Financial Officer between March 2008 and May 2008, has served as President, Chief Executive Officer and Treasurer since March 2008 and has since 2004 been the Managing Director of MC&C Ltd, a business consulting company. Between 1997 and 2004, Mr. McCann was the Managing Director of NE Technology Ltd, a global leader in the design and manufacture of radiation detection equipment. Mr. McCann has an MBA from Warwick University Business School and a BSc in Physics from the University of Surrey.
Peter B. Hirshfield, age 63, with over 35 years of experience as outside general counsel specializing in corporate, business and securities law, in September 2004 founded Hirshfield Law, a New York City law firm that represents emerging companies and entrepreneurs in all stages of their business life, from formation and routine business matters, through regulatory compliance, capital raising, restructuring, joint ventures, and merger and acquisition transactions. Mr. Hirshfield received his BA majoring in history from Brandeis University, Waltham MA, and his JD degree from New York University Law School, where he was Article & Book Review Editor of the NYU Law Review and a John Norton Pomeroy Scholar. Mr. Hirshfield was admitted to the California Bar, where he is currently on inactive status, and is active member of the New York Bar.
Rajiv Garg, age 50 with over 23 years of experience in the investment banking and finance industry covering financial control, evaluation of business, regulatory liaison and development of macro/micro management systems has served as Chief financial Officer since May 2008.Between 2005 and 2007, Mr. Garg was an Executive Vice President of Merisel Americas Inc specializing in Corporate Strategy and Mergers and Acquisitions, and between 2000 and 2005, he was a principal in health care and service business acting as Chief Financial Officer and Head of Business Development. Between 1992 and 2000, Mr. Garg was Head of Global Market Risk Management for Credit Suisse First Boston dealing with private equity and investment banking. Between 1986 and 1992, Mr. Garg was Vice President at Bankers Trust specializing in derivatives. Mr. Garg has a Bachelor of Commerce from Delhi University and his Master from Westminster College.
Family Relationships.
None.
Involvement in Certain Legal Proceedings.
To the knowledge of Management, during the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii. Engaging in any type of business practice; or
iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act.
To our knowledge, during our past fiscal year and since then, all filings required to be made by members of management or others pursuant to Section 16(a) of the Exchange Act have been duly filed with the Commission.
Audit Committee.
We have no audit committee because our board of directors has only three positions, one of which is vacant. We do not believe the lack of an audit committee will have any adverse effect on our financial statements because our board acts as an audit committee. We will assess whether an audit committee may be necessary in the future.
Compensation Committee.
For the same reason that we do not have an audit committee, we have not established a compensation committee.
Nominating and Corporate Governance Committee.
For the same reason that we do not have an audit committee or a compensation committee, we have not established a nominating and corporate governance committee.
Code of Ethics.
We have adopted a Code of Ethics that was attached as Exhibit 14 to our 2004 Annual Report. See Part III, Item 13.
Item 11.
Item 11. Executive Compensation.
No cash compensation, deferred compensation or long term incentive plan awards were issued or granted to our management during the year ended March 31, 2009, the transition period from January 1 to March 31, 2008 or the year ended December 31, 2007. Further, no member of our Company's management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item. See Item 13 for a description of payments we made to a company wholly-owned by Garry McCann, our President, Chief Executive Officer and Treasurer.
Compensation of Directors.
There are no standard arrangements pursuant to which our directors are compensated for any services provided as director. No additional amounts are payable to our directors for committee participation or special assignments.
Termination of Employment and Change of Control Arrangement.
There are no employment contracts, compensatory plans or arrangements, including payments to be received from us, with respect to any director or executive officer of ours which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with us, any change in control of our Company, or a change in the person's responsibilities following a change in control of our Company.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners.
The following table sets forth the shareholdings of those persons who own more than five percent of our Common Stock as of March 31, 2009, and to the date hereof:
Security Ownership of Management.
The following table sets forth the share holdings of our Company's directors and executive officers as of March 31, 2009, and to the date hereof:
Changes in Control.
There are no present arrangements or pledges of our Company's securities which may result in a change in control of our Company.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
For the year ended March 31, 2009, our Company and its subsidiary paid an aggregate of $131,542 to MC&C Limited, which is wholly owned by Garry McCann, our President, Treasurer, CEO and CFO. We expect to continue to pay MC&C Limited at the rate of $10,000 per month for services rendered.
For the year ended March 31, 2009, our Company and its subsidiary paid an aggregate of $18,125 to Hirshfield Law, of which Peter B. Hirshfield, our Secretary, is the sole owner for legal services rendered. We expect to continue to pay Hirshfield Law for legal services rendered to our Company, the amount of which will depend on the nature and scope of such legal services hereafter rendered.
For the year ended March 31, 2009, our principal stockholder, Tendall FZCO, made interest free loans to our Company and its subsidiary in the aggregate amount of $1,467,484, all of which remained outstanding on March 31, 2009 and thereafter through the date this Annual report is filed with the Commission.
Item 14.
Item 14. Principal Accounting Fees and Services.
The following is a summary of the fees billed to us by our principal accountants during the fiscal year ended March 31, 2009 and the transition period January 1 to March 31, 2008:
Audit fees. Consist of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and the review of financial statements included in our Quarterly Reports or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related fees. Consist of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our Company's financial statements and are not reported under "Audit fees."
Tax fees. Consist of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consist of fees for products and services provided by our principal accountants, other than the services reported under "Audit fees," "Audit-related fees" and "Tax fees" above.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements.
The following financial statements of Pulmo BioTech Inc. and Subsidiary [a development stage company] are included in this Annual Report:
• Report of Independent Registered Public Accounting Firm
• Consolidated Balance Sheets - March 31, 2009 and 2008
• Consolidated Statements of Operations for the years ended March 31, 2009 and 2008, and for the period from Reactivation (March 26, 2001) through March 31, 2009.
• Consolidated Statements of Stockholders' Equity/ (Deficit) for the years ended March 31, 2009 and 2008, and for the period from Reactivation (March 26, 2001) through March 31, 2009.
• Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2008, and for the period from Reactivation (March 26, 2001) through March 31, 2009.
• Notes to Consolidated Financial Statements
(b)Exhibits.
Exhibit No.
Description
　 　
Stock Purchase Agreement dated June 30, 2006.1
2.1
Agreement and Plan of Merger dated as of October 1, 		2006.2
2.2
Installment Purchase Agreement dated June 30, 2006.3
2.3
Termination and Release Agreement dated February 13, 		2006.4
2.4
Agreement and Plan of Merged dated January 4, 2006.5
3.1
Certificate of Incorporation dated July 19, 2006.6
3.2
By-laws7
3.3
Escrow Agreement dated as of June 30, 2006.8
10.1
Indemnification Agreement dated as of June 30, 2006.9
10.2
Indemnification Agreement dated as of June 30, 2006.10
10.3
Indemnification Agreement dated as of March 5, 2008.15
10.4
Indemnification Agreement dated as of March 5, 2008.16
10.5
Agreement dated May 19, 2009 with Moody Capital 		Solutions, Inc.
Code of Ethics.11
Schedule 14f-1. 12
Our Subsidiaries.13
31.1
Certification of Chief Executive Officer Pursuant to 		Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to 		Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer Pursuant to 18 		U.S.C. Section 1350.
32.2
Certification of Chief Executive Officer Pursuant to 18 		U.S.C. Section 1350.
1 Incorporated by reference to Exhibit 10.1 to our Form 8-K filed July 7, 2006.
2 Incorporated by reference to Exhibit 2.1 to our Form 8-K filed October 5, 2007.
3 Incorporated by reference to Exhibit 10.2 to our Form 8-K filed July 7, 2006.
4 Incorporated by reference to Exhibit 2 to our Form 8-K/A filed February 16, 2006.
5 Incorporated by reference to Exhibit 2.1 to our Form 8-K filed January 4, 2006.
6 Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 filed on March 19, 2007.
7 Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form SB-2 filed on March 19, 2007.
8 Incorporated by reference to Exhibit 10.3 to our Form 8-K filed July 7, 2006.
9 Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form SB-2 filed on March 19, 2007.
10 Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form SB-2 filed on March 19, 2007.
11 Incorporated by reference to Exhibit 14 our Form 10-KSB filed March 24, 2005.
12 Incorporated by reference to Exhibit 20.1 to our 8-K filed July 7, 2006.
13 Incorporated by reference to Exhibit 21.1 to our Registration Statement on Form S-4/A filed February 8, 2008.
14 Incorporated by reference to Exhibit 99 to our Form 10SB 12G filed April 12, 2004.
15 Incorporated by reference to Exhibit 10.3 to our Form 10-KSB filed April 8, 2008.
16 Incorporated by reference to Exhibit 10.4 to our Form 10-KSB filed April 8, 2008.
SIGNATURES
Pursuant to the requirements of 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, thereunto duly authorized.
PULMO BIOTECH INC.
Dated:　July 14, 2009 　　
/s/ Garry McCann
　
Garry McCann
　
Director, President, Chief Executive Officer and 		Treasurer
		
		
Dated: July 14, 2009
/s/ Rajiv Garg
Rajiv Garg, Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
PULMO BIOTECH INC.
Dated:　July 14, 2009 　　
/s/ Garry McCann
　
Garry McCann
　
Director, President, Chief Executive Officer and 		Treasurer
		
		
Dated: July 14, 2009
/s/ Rajiv Garg
Rajiv Garg, Chief Financial Officer