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ITEM 1.
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FINANCIAL STATEMENTS
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The financial statements of Resolute Oncology, Inc., (“Resolute Oncology”, the “Company”, or the “Registrant”) a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10K for the fiscal year ended December 31, 2012, and all amendments thereto.
RESOLUTE ONCOLOGY, INC.
(FORMERLY PEQUOT RESOURCES, INC.)
(A DEVELOPMENT STAGE COMPANY)
INTERIM UNAUDITED FINANCIAL STATEMENTS
PERIOD ENDED JUNE 30, 2013
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INDEX TO FINANCIAL STATEMENTS:
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Page
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Consolidated Balance Sheets
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3
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Consolidated Statements of Operations
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4
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Consolidated Statements of Cash Flows
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5
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Notes to Unaudited Consolidated Financial Statements
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6-10
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2
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(Formerly Pequot Resources, Inc.)
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(A Development Stage Company)
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Consolidated Balance Sheets
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ASSETS
|
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June 30,
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December 31,
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2013
(unaudited)
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|
2012
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
114,047
|
|
$
|
1,079,044
|
|
|
Advance on business transaction
|
|
-
|
|
|
637,585
|
|
|
Accounts receivable
|
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23,154
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|
|
-
|
|
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Prepaid
|
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11,113
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|
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-
|
|
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Total current assets
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148,314
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1,716,629
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Property and Equipment
|
|
|
|
|
|
|
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Accumulated depreciation
|
|
(1,361)
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|
|
(1,079)
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|
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Computer equipment
|
|
1,690
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|
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1,690
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|
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Total property and equipment
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|
329
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|
|
611
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Other Assets
|
|
|
|
|
|
|
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Goodwill
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1,103,168
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|
-
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Total other assets
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1,103,168
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|
|
-
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|
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Total assets
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$
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1,251,811
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$
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1,717,240
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|
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Current Liabilities
|
|
|
|
|
|
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Accounts payable and accrued expenses
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$
|
313,776
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$
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30,858
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|
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Accrued interest
|
|
2,101
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|
|
1,132
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Related party payable
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|
47,167
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|
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49,167
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Note payable
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|
500,000
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500,000
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Convertible note payable, net
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78,270
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|
|
-
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Payable on purchase
|
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325,178
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-
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Payroll payable
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20,976
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|
-
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Other payable
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(2,051)
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|
-
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Stock subscription payable
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|
-
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1,208,000
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Total current liabilities
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1,285,417
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1,789,157
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Total liabilities
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1,285,417
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1,789,157
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Commitments and Contingencies
|
|
-
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-
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Stockholders' Equity (Deficit)
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|
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Common stock, $.001 par value,
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412,000,000 shares authorized;
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41,386,000 and 37,400,000 shares issued
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and outstanding, respectively
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41,386
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37,400
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Additional paid-in capital
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2,336,614
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(2,400)
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Deficit, accumulated during the development stage
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(2,403,860)
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(106,917)
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Translation adjustment
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(7,746)
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|
-
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Total stockholders’ equity (deficit)
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(33,606)
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(71,917)
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Total liabilities and stockholders’ equity (deficit)
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$
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1,251,811
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$
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1,717,240
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3
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(Formerly Pequot Resources, Inc.)
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(A Development Stage Company)
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Consolidated Statements of Operations
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(Unaudited)
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|
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|
|
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For Three Months Ended June 30,
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For Six Months Ended June 30,
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Accumulated from June 23, 2009 (inception) through June 30,
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2013
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2012
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2013
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2012
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2013
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Revenue
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$
|
62,195
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$
|
-
|
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$
|
62,195
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$
|
-
|
|
$
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62,195
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Cost of Goods Sold
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40,290
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|
|
-
|
|
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40,290
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-
|
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40,290
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|
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|
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Gross Profit
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21,905
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-
|
|
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21,905
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-
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21,905
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|
|
|
|
|
|
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|
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Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
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Consulting
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338,206
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-
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|
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502,911
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-
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504,911
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Debit discount interest expense
|
|
78,270
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|
|
-
|
|
|
78,270
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|
|
-
|
|
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78,270
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Discontinued business transaction
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1,434,405
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-
|
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1,434,405
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-
|
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1,434,405
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Exploration
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|
-
|
|
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-
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-
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500
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6,390
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Impairment of mineral interest
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|
-
|
|
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-
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-
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-
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10,000
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Legal and accounting
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|
73,420
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2,412
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78,897
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8,365
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133,480
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Rent
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|
8,685
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-
|
|
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9,677
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-
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9,677
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Salaries
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|
101,305
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|
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-
|
|
|
101,305
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|
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-
|
|
|
101,305
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Operation and administration
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|
90,445
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2,750
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|
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112,424
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|
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12,808
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|
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145,236
|
|
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Total operating expense
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|
2,124,736
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|
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5,162
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|
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2,317,889
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21,673
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2,423,674
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Net loss from operations
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|
(2,102,831)
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|
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(5,162)
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|
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(2,295,984)
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(21,673)
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|
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(2,401,769)
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Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest income
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|
10
|
|
|
-
|
|
|
10
|
|
|
-
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|
|
10
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|
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Interest expense
|
|
(545)
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|
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(323)
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|
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(969)
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|
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(323)
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|
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(2,101)
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Total other income (expense)
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(535)
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(323)
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(959)
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|
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(323)
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|
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(2,091)
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Net loss prior to income tax
|
|
(2,103,366)
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|
|
(5,485)
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|
|
(2,296,943)
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(21,996)
|
|
|
(2,403,860)
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Income tax expense
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
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Net loss
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|
(2,103,366)
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|
|
(5,485)
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|
|
(2,296,943)
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|
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(21,996)
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(2,403,860)
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Gain (loss) translation adjustment foreign exchange
|
|
(7,746)
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|
|
-
|
|
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(7,746)
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|
|
-
|
|
|
(7,746)
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Comprehensive net loss
|
$
|
(2,111,112)
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|
$
|
(5,485)
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|
$
|
(2,304,689)
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|
$
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(21,996)
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|
$
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(2,411,606)
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Loss per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
$
|
(0.05)
|
|
$
|
(0.00)
|
|
$
|
(0.06)
|
|
$
|
(0.00)
|
|
|
|
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Weighted average common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic and diluted
|
|
39,497,078
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|
|
37,400,000
|
|
|
39,497,078
|
|
|
37,400,000
|
|
|
|
4
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|
|
(Formerly Pequot Resources, Inc.)
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|
(A Development Stage Company)
|
|
Consolidated Statements of Cash Flow
|
|
(Unaudited)
|
|
|
|
For Six Months June 30,
|
|
Accumulated from June 23, 2009 (inception) through June 30,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
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Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(2,296,943)
|
|
$
|
(21,996)
|
|
$
|
(2,403,860)
|
|
|
Adjustments to reconcile net income (loss) to net
|
|
|
|
|
|
|
|
|
|
|
cash used in operating activities
|
|
|
|
|
|
|
|
|
|
|
Debit discount interest expense
|
|
78,270
|
|
|
-
|
|
|
78,270
|
|
|
Depreciation
|
|
282
|
|
|
282
|
|
|
1,361
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Increase in goodwill
|
|
(603,168)
|
|
|
-
|
|
|
(603,168)
|
|
|
Increase in accounts receivable
|
|
(23,154)
|
|
|
-
|
|
|
(23,154)
|
|
|
Increase in prepaid
|
|
(11,113)
|
|
|
-
|
|
|
(11,113)
|
|
|
Increase in accounts payable and accrued expenses
|
|
282,918
|
|
|
835
|
|
|
313,776
|
|
|
Increase in accrued interest
|
|
969
|
|
|
323
|
|
|
2,101
|
|
|
Increase in payable on purchase
|
|
325,178
|
|
|
-
|
|
|
325,178
|
|
|
Increase in payroll payable
|
|
20,976
|
|
|
-
|
|
|
20,976
|
|
|
Increase in other payable
|
|
(2,051)
|
|
|
-
|
|
|
(2,051)
|
|
|
Increase (decrease) in subscription payable
|
|
(1,208,000)
|
|
|
-
|
|
|
-
|
|
|
Net cash provided by (used in) operating activities
|
|
(3,435,836)
|
|
|
(20,556)
|
|
|
(2,301,684)
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Advance on business transaction
|
|
637,585
|
|
|
-
|
|
|
-
|
|
|
Cash paid for equipment
|
|
-
|
|
|
-
|
|
|
(1,690)
|
|
|
Net cash provided by (used) in investing activities
|
|
637,585
|
|
|
-
|
|
|
(1,690)
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related party payable
|
|
(2,000)
|
|
|
18,840
|
|
|
47,167
|
|
|
Notes Payable
|
|
-
|
|
|
-
|
|
|
500,000
|
|
|
Proceeds from convertible note payable
|
|
350,000
|
|
|
-
|
|
|
350,000
|
|
|
Proceeds from issuance of common stock
|
|
1,493,000
|
|
|
-
|
|
|
1,528,000
|
|
|
Net cash provided by financing activities
|
|
1,841,000
|
|
|
18,840
|
|
|
2,425,167
|
|
|
Effect of exchange rate changes on cash
|
|
(7,746)
|
|
|
-
|
|
|
(7,746)
|
|
Increase (decrease) in cash and cash equivalents
|
|
(964,997)
|
|
|
(1,716)
|
|
|
114,047
|
|
Cash and cash equivalents, beginning of period
|
|
1,079,044
|
|
|
2,457
|
|
|
-
|
|
Cash and cash equivalents, end of period
|
$
|
114,047
|
|
$
|
741
|
|
$
|
114,047
|
5
|
Resolute Oncology, Inc.
|
|
(Formerly Pequot Resources, Inc.)
|
|
(A Development Stage Company)
|
|
Consolidated Statements of Cash Flow
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Supplement Disclosures:
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Cash paid for income tax
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplement Non-Cash Investing and Financing Information:
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to acquire a company
|
$
|
500,000
|
|
$
|
|
|
$
|
500,000
|
|
|
Intrinsic value of beneficial conversion feature of convertible
|
$
|
271,730
|
|
$
|
|
|
$
|
271,730
|
6
Resolute Oncology, Inc.
|
(Formerly Pequot Resources, Inc.)
|
|
(A Development Stage Company)
|
|
Notes to the Financial Statements
|
Note 1 – Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited interim financial statements should be read in conjunction with the Company’s registration statement Form 10K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2012. The interim results for the period ended June 30, 2013 are not necessarily indicative of the results for the full fiscal year.
Note 2 – Going Concern
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $2,403,860 and further losses are anticipated in the development of its business. This raises 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. Management has plans to seek additional capital through a private placement and public offering of its common stock. 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 in existence.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and develop other business ventures.
These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
7
Resolute Oncology, Inc.
|
(Formerly Pequot Resources, Inc.)
|
|
(A Development Stage Company)
|
|
Notes to the Financial Statements
|
Note 3 – Advance on Business Transaction
The Company has advanced $637,585 during the year ended December 31, 2012 to pay for consulting services, legal fees, license and permits, and rights in connection with its ongoing negotiations regarding a potential asset acquisition or business combination with GEN BioPharma Inc. dba Resolute Oncology. At the end of May 2013, the Company abandoned the potential asset acquisition or business combination with GEN BioPharma Inc. dba Resolute Oncology.
The advance on business transaction accumulative total of $1,434,405 was expensed to discontinued business transaction expense. The accumulative total of $1,434,405 were comprised of the following expenses, $777,607 in licensing and rights, $29,896 in legal, $490,115 in consulting, and $136,787 in operating and administration expenses during the period ending June 30, 2013.
Note 4 – Account Receivables
The Company accounts receivable of $23,154 is comprised of one customer at period end June 30, 2013.
Note 5 – Goodwill
The Company completed the acquisition of Resolute Oncology GmbH, a newly-formed, single product company, from Oncocorp GmbH, and a private pharmaceutical company selling cancer products in Germany. The Company paid 250,000 Euros, issued 1,000,000 million shares and will provide another 250,000 Euros and other payments to the owner of Oncocorp. Certain key mangers of Oncocorp have transferred to Resolute Oncology GmbH to manage German operations and the launch of additional oncology generic products in the future. The company is a wholly owned subsidiary of our Irish subsidiary company, Resolute Oncology Limited. The Company has determined that the total goodwill for this acquisition is $1,103,168 at period end June 30, 2013.
Note 6 – Related Party Note Payable
The officer of the Company advanced funds at various times from inception to the period ending June 30, 2013 in order to support operations. On April 1, 2012, the advance was turned into a loan and is unsecured, bearing three and half percent (3.5%) interest per annum and due on demand. The principal amount due to the officer was $47,167 and the accrued interest was $1,986 as of June 30, 2013.
Note 7 – Note Payable
The Company has taken a bridge loan of $500,000 dollars due on December 31, 2013. The loan shall bear no interest until maturity date. If not repaid by maturity date, the loan shall bear interest at 10% per annum thereafter.
8
Resolute Oncology, Inc.
|
(Formerly Pequot Resources, Inc.)
|
|
(A Development Stage Company)
|
|
Notes to the Financial Statements
|
Note 8 – Convertible Note Payable
On May 9, 2013, the Company issued a Convertible Note for $350,000 which is partially offset by the debt discount of $78,270, totaling to $271,730 as of June 30, 2013. The note bears interest at $0.22% per annum and is due and payable on December 31, 2013. Principal and accrued interest is convertible into common share at the election of the lender at the rate of $0.50 per share. Conversion of principal is mandatory upon completion of a qualified equity financing of $10,000,000 or more with interest conversion at the election of the lender. Upon the earlier of a qualified financing or December 31, 2013, the lender will also be entitled to receive 700,000 share purchase warrants with each warrant exercisable for a period of five years for the purchase of 1 common share at $0.50 per share. The Note was issued to one (1) U.S. person (at that term as defined in Regulation S of the Securities Act of 1933), in reliance on Rule 506 of Regulation D of the Securities Act of 1933 on the basis that the investor represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.. The Company incurred debt discount interest expense of $78,270 and accrued interest of $116.
Note 9 – Purchase Payable
Per the purchase agreement of Resolute Oncology GmbH, a newly-formed, single product company, from Oncocorp GmbH, and a private pharmaceutical company selling cancer products in Germany. The Company will provide another 250,000 Euros to the owner of Oncocorp over the next five months.
Note 10 - Foreign currency translation
The Company adopted FASB ASC 220-10, “
Comprehensive Income”.
This guidance defines comprehensive income which includes net income and other comprehensive income comprising certain specific items previously reported directly in stockholders’ equity. Comprehensive income and its components are required to be presented for each year for which an income statement is presented.
As used in FASB ASC 220-10 the term comprehensive income thus encompasses net income. The term other comprehensive income refers to components of comprehensive income that are excluded from net income under GAAP. Note that use of the terms comprehensive income and other comprehensive income per se are not required; thus terms such as non-owner changes in equity and other equivalent descriptions are acceptable. Foreign currency translation adjustment is a component included under other comprehensive income.
The Company’s wholly owned subsidiary, Resolute Oncology Limited in Dublin, Ireland, has a functional currency that must be translated into US dollars for the purpose of reporting. The gain or loss from the translation adjustment is reported as part of the comprehensive income which is presented below the total of net income or loss in the income statement.
When the Company has transactional foreign currency fluctuation the gain or loss is recorded above in the net income or loss in the income statement.
9
Resolute Oncology, Inc.
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(Formerly Pequot Resources, Inc.)
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(A Development Stage Company)
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Notes to the Financial Statements
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Note 11 – Subsequent Events
In August 2013, we closed a private placement by issuing 200,000 shares of our common stock at a price of $0.50 per share, for gross proceeds of $100,000. We issued the securities to one non U.S. person (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
The Company has evaluated subsequent events through the date of issuance of the financial statements and, other than the above described subsequent event, did not have any material recognizable subsequent events after June 30, 2013.
10
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF OUR COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE OUR COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN OUR COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our”, and “company” mean Resolute Oncology Inc., and our wholly owned subsidiaries Resolute Oncology Limited, an Ireland corporation, and Resolute Oncology GmbH, a German corporation, unless the context clearly requires or states otherwise.
DESCRIPTION OF BUSINESS
We are a development stage company previously engaged in the acquisition, exploration and development of mineral properties. As at the December 31, 2012, we have suspended our plan of operation as it relates to the exploration of our Portage Bay property and are investigating other business opportunities to enhance shareholder value.
11
We were incorporated on the June 23, 2009 under the laws of the state of Nevada under the name “Atlas Resources, Incorp.”. Pursuant to a Certificate of Amendment dated June 22, 2011, we changed our name to “Pequot Resources, Inc.”.
Our company was incorporated for the purpose of engaging in mineral exploration activities. On December 10, 2009, we entered into an agreement with Terry Loney whereby we acquired a 100% interest in the Portage Bay claim located in Rathbun Township in the Sudbury Mining District of Ontario, Canada. We paid $10,000 to Mr. Loney in consideration of the claim.
Since our acquisition of the Portage Bay claim, our plan of operation was to conduct exploration work on our property in order to ascertain whether it possesses economic quantities of copper, nickel or platinum group elements. To date, we have not raised sufficient capital to conduct exploration activities on the claim and there is no assurance that it contains economically viable mineral deposits or reserves, if any.
Importantly, we were unable to ascertain whether economically viable mineral deposits or reserves exist on the claim until appropriate exploration work was done and an economic evaluation based on such work concluded that production of minerals from the property is economically feasible.
On November 1, 2012, we entered into a bridge loan agreement for $500,000 in order to facilitate exploring a further investment or business transaction with GEN BioPharma Inc. by our company. The principal amount of the loan is due on December 31, 2013 and shall bear no interest until the maturity date. If not repaid by the maturity date, the loan shall bear interest at 10% per annum thereafter.
In December, 2012, in light of our historical inability to raise sufficient financing to conduct exploration activities on our mineral property, our management began evaluating available opportunities to increase shareholder value through the diversification or change of our business.
In December 2012, we entered into discussions regarding a potential business transaction with GEN BioPharma Inc. dba Resolute Oncology (“GEN BioPharma Inc.”), a private pharmaceutical company specializing in oncology products. In anticipation of entering into a definitive agreement regarding the contemplated transaction, we undertook to change our corporate name to reflect our potential new business.
On December 17, 2012, our company incorporated a wholly owned subsidiary, Resolute Oncology Limited in Dublin, Ireland for the purpose of managing our future operations in Europe.
On December 31, 2012, in connection with our ongoing negotiations regarding a potential asset acquisition or business combination with GEN BioPharma Inc, we entered into a bridge loan agreement and promissory note pursuant to which we advanced $637,585 to GEN BioPharma Inc. to pay for consulting services, legal fees, license and permits, and intellectual property rights for GEN BioPharma. Subsequently, we advanced an additional $796,820 under the terms of the bridge loan agreement. As at June 1, 2013, we had abandoned the potential business transaction with GEN BioPharma Inc. and have written down our aggregate advance of $1,434,405 as an expense in respect of the discontinued business transaction.
12
Effective January 9, 2013, we changed our name from “Pequot Resources, Inc.” to “Resolute Oncology Inc.”, by way of a merger with our wholly-owned subsidiary Resolute Oncology Inc., which was formed solely for the change of name. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on January 9, 2013 under our company’s new symbol “REON”. As at the date of this quarterly report, we have not entered into any definitive agreement regarding the potential transaction and there is no certainty that we will do so.
On February 4, 2013, we effected a forward split of our authorized, issued and outstanding shares of common stock on a 5.5 new for one old basis, such that our authorized capital increased from 75,000,000 to 412,500,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock increased from 6,800,000 to 37,400,000 common shares, all with a par value of $0.001. Our new stock symbol is “REON”.
On April 12, 2013, we completed due diligence and finalized a license agreement dated March 24, 2013 with Reliance Life Sciences Limited (RLS), an pharmaceutical company incorporated under the laws of India, pursuant to which we acquired certain rights to RLS’ biosimilar therapeutic protein product referred to as Pegylated Granulocyte Colony-Stimulating Factor (Peg-G-CSF or PEG-Filgrastim). Pursuant to the agreement RLS has agreed to transfer and licence to our company the exclusive right to develop and commercialize RLS’ PEG-Filgrastim in North America (U.S., Canada, and Mexico) and the European Union. RLS will manufacture and supply clinical formulations and commercial supplies of the product while we will be responsible for managing the regulatory approval process. The term of the license shall be 10 years from the date of market approval in each applicable territory. Subject to any mutually agreed renewals, the license term will automatically renew for an additional 2 years. In consideration for product license and related rights, we have paid a total of $500,000 to date. Additional fees of $6,000,000 in the aggregate will be due to Reliance Life Sciences upon successful completion of certain clinical and commercial milestones as follows:
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·
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$500,000 upon completion of Phase I and II clinical studies;
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·
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$1,000,000 upon completion of Phase II registration studies;
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·
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$1,000,000 upon market approval in the U.S.;
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·
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$300,000 upon market approval in EU;
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·
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$100,000 upon market approval in Canada;
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·
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$100,000 upon market approval in Mexico;
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·
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$2,000,000 within 30 days of first commercial sales in North America;
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·
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$1,000,000 within 30 days of first commercial sales in any European country.
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We will also pay to RLS a 4% quarterly net sales royalty on all sales of licensed products. The license agreement may be terminated by either party upon 30 days notice in the event of default by the other party that remains uncured for 60 days, upon the continuation of an event of force majeur for 90 days, or in the event of the insolvency or bankruptcy of the other party.
On May 8, 2013 we and our wholly owned Irish subsidiary, Resolute Oncology Ltd. entered into and closed a Sale and Purchase and Assignment Agreement (the “Purchase Agreement”) with Oncocorp GmbH, Peter Gotzler, and Resolute Oncology GmbH (“Resolute Germany”). Pursuant to the terms of the agreement, we acquired, through Resolute Ireland, all issued and outstanding shares and assets of Resolute Germany from Oncocorp GmbH. In full consideration of the transaction, we agreed to pay to Oncocorp GmbH €500,000 (approximately USD$667,000) in cash and the issuance of 1,000,000 common shares in Resolute Oncology valued at $0.50 cents per share. We issued the securities to one non “U.S. person” in an “offshore transaction” (at those terms term are defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. As a result of the transaction, we had 41,386,000 issued and outstanding common shares as at the date of this Current Report. The cash component of the consideration is payable in six installments as follows:
13
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·
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€250,000 (approximately USD$333,500) payable within seven days of the agreement (which amount has been paid);
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·
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€50,000 (approximately USD$66,700) payable on July 15, 2013(which payment has been deferred by verbal agreement of the parties until a mutually agreeable date)
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·
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€50,000 payable on August 15, 2013 (which payment has been deferred by verbal agreement of the parties until a mutually agreeable date);
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·
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€50,000 payable on September 15, 2013;
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·
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€50,000 payable on October 15, 2013; and
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·
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€50,000 payable on November 15, 2013;
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Any late payments in respect of the cash consideration will accrue interest at a per annum rate of 1,000 basis points above the Euro Interbank Offered Rate (EURIBOR). Oncocorp may not dispose or encumber the 1,000,000 consideration shares for a period of twelve months from issuance.
The rights of Oncocorp to the unpaid portion of the purchase price are secured against the common shares of Resolute Germany pursuant to the Share Pledge Agreement dated concurrently with the Purchase and Assignment Agreement.
As material terms of the Purchase Agreement we have agreed to enter into the following material agreements:
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·
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Supply Agreement with Oncocorp GmbH for the supply of Oncocorp’s Paclitaxel OC to our Company;
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·
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Option Agreement for the Purchase of the marketing authorization and supply agreement with Stragen Pharma S.A. in relation to Paclitaxel OC;
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Concurrently with the Purchase Agreement, on May 8, 2013 Resolute Germany entered into an Option Agreement with Oncocorp GmbH relating to the Marketing Authorization of Paclitaxel OC. Pursuant to the agreement our wholly owned subsidiary Resolute Germany acquired an option to purchase from Oncocorp the marketing authorization issued by the German Federal Office for Drugs and Medical Devices (“BfArM”) pursuant to the German Drug Act. Transfer of the marketing authorization will require assignment to Resolute Germany of Oncocorp’s supply agreement for Paclitaxel OC with STRAGEN Pharma SA. The assignment is subject to the consent of STRAGEN Pharma SA. Pursuant to the Option Agreement, Resolute Germany may request, prior to December 31, 2013, the sale and transfer of the marketing authorization and supply agreement in consideration of a purchase price of €150,000 (approximately USD$200,100) (plus value added tax, if applicable).
On May 8, 2013, concurrent with our acquisition of Resolute Oncology GmbH, we appointed Mr. Peter Gotzler as president of Resolute Oncology GmbH. Mr. Gotzler has over 20 years experience in pharmaceutical sales, marketing and product management. In 1998, Mr. Gotzler founded Oncocorp GmbH and has since served as its founder and Chief Executive Officer. Since 1995, he has served as director of marketing and sales of AMGEN GmbH, the German subsidiary of AMGEN Inc. From 1988 through 1994 Mr. Gotzler held various positions at ESSEX PHARMA GmbH including Director of the oncology business unit (1992-1994) and senior oncology product manager (1990-1992), Mr. Gotzler holds a Masters in Business Administration from the International Institute for Management Development in Lausanne, Switzerland.
14
On May 9, 2013, we issued a Convertible Note in consideration of $350,000. The note bears interest at $0.22% per annum and is due and payable on December 31, 2013. Principal and accrued interest are convertible into common share at the election of the lender at the rate of $0.50 per share. Conversion of principal is mandatory upon completion of a qualified equity financing of $10,000,000 or more with interest conversion at the election of the lender. Upon the earlier of a qualified financing or December 31, 2013, the lender will also be entitled to receive 700,000 share purchase warrants with each warrant exercisable for a period of five years for the purchase of 1 common share at $0.50 per share. The Note was issued to one (1) U.S. person (at that term as defined in Regulation S of the Securities Act of 1933), in reliance on Rule 506 of Regulation D of the Securities Act of 1933 on the basis that the investor represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.. We incurred debt discount interest expense of $78,270 and accrued interest of $116 as at June 30, 2013.
On June 1, 2013, Resolute Germany entered into a Supply Agreement with Oncocorp GmbH pursuant to which Oncocorp GmbH shall be the exclusive supplier to Resolute Germany of Paclitaxel OC in the territory of Germany. The products supplied shall include Paclitaxel 6 milligram/millilitre solution for injection in vials of 30 milligram/5 millilitre, 10mg/16.7ml, 150mg/25ml, and 300mg/50ml. The agreement will allow Resolute Germany, subject to the acquisition of the marketing authorization for Germany contemplated by the Option Agreement with Oncocorp GmbH, to sell Paclitaxel OC under its own name and for its own account. In consideration of the distribution rights granted to Resolute Germany, Oncocorp GmbH shall be entitled to receive a royalty equal to 25% of our gross profits (gross sales, less product rebates, less cost of goods sold) from the sales of all licensed products under the agreement.
The term of the Agreement will commence with effect as of May 1, 2013 and will remain in force until December 31, 2013. The Agreement may be terminated (i) by either party in the event of a default that remains uncured following 30 days notice by the non-defaulting party, (ii) upon the liquidation, bankruptcy or insolvency of either party, (iii) by written notice to Oncocorp of Oncocorp’s failure to maintain the marketing authorization in good standing.
We have two wholly owned subsidiaries, Resolute Oncology Limited (“Resolute Oncology Ireland”), a company incorporated
under the laws of Ireland for the purpose of managing the development of our business in Europe, generally, and Resolute Oncology GmbH, a company incorporated under the laws of Germany.
Our principal executive office is located at 1200 Route 22 East, suite 2000, Bridgewater New Jersey 08807. The telephone number at our principal executive office is 908 253-3590. Resolute Ireland maintains an office with an address at Building 3, Chiswick Park, 566 Chiswick High Road, Chiswick, London, W4 5YA. Its telephone number is 0208 849 8290.
Our fiscal year end is December 31.
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RESULTS OF OPERATIONS
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three and six months ended June 30, 2013 as compared to the three and six months ended June 30, 2012.
Results of Operations for the three months ended June 30, 2013 compared to the three months ended June 30 2012.
Revenue
During the three months period ended June 30, 2013, we generated $62,195 in revenue compared to no revenue generated during the three months period ended June 30, 2012.
Expenses
During the three months period ended June 30, 2013, we reported total operating expenses of $2,124,736 as compared to $5,162 during the three months period ended June 30, 2012, an increase of $2,119,574. The increase in operating expenses is primarily due to increases in consulting. Discontinued business transaction, debit discount interest expense, legal and accounting, rent, salaries and operation and administration expense. The increases in these expenses are primarily attributable to the discontinued business transaction, and the
start-up of the
wholly owned subsidiary, Resolute Oncology Limited in Dublin, Ireland and the wholly owned subsidiary, Resolute Oncology GmbH in Germany.
Results of Operations for the six months ended June 30, 2013 compared to the six months ended June 30 2012.
Revenue
During the six months period ended June 30, 2013, we generated $62,195 in revenue compared to no revenue generated during the six months period ended June 30, 2012.
Expenses
During the six months period ended June 30, 2013, we reported total operating expenses of $2,317,889 as compared to $21,673 during the six months period ended June 30, 2012, an increase of $2,296,216. The increase in operating expenses is primarily due to increases in consulting. Discontinued business transaction, debit discount interest expense, legal and accounting, rent, salaries and operation and administration expense. The increases in these expenses are primarily attributable to the discontinued business transaction, and the
start-up of the
wholly owned subsidiary, Resolute Oncology Limited in Dublin, Ireland and the wholly owned subsidiary, Resolute Oncology GmbH in Germany.
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ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources
Management currently believes that our company does not have sufficient working capital needed to complete all of its plans, however we have engaged an investment bank to help us secure additional funds.
Current Assets and Total Assets
As of June 30, 2013, the unaudited consolidated balance sheet reflects that our company had: i) total current assets of $148,314, as compared to total current assets of $1,716,629 at December 31, 2012, a decrease of $1,568,315, or approximately 91%; and ii) total assets of $1,251,811, as compared to total assets of $1,717,240 at December 31, 2012, an decrease of $465,429 or approximately 27%. The decrease in total current assets and total assets was primarily attributable to the decrease in advance on asset transfer which was partially offset by the Goodwill from the acquisition of the wholly owned subsidiary, Resolute Oncology GmbH in Germany.
Total Current Liabilities and Total Liabilities
As of June 30, 2013, the unaudited consolidated balance sheet reflects that our company had total current liabilities and total liabilities of $1,285,417, as compared to total current liabilities and total liabilities of $1,789,157 at December 31, 2012, a decrease of $503,740 or approximately 28%. This decrease was due to a decrease in stock subscription payable which was converted to equity partially offset by increase in accounts payable and accrued expense, convertible note, and payable on purchase.
C
ash Flow
During the six months ended June 30, 2013 cash was primarily used to fund operations and acquisition. Our company reported a net increase in cash during the six months ended June 30, 2013 as compared to June 30, 2012 from proceeds from sales of issuance of common stock which was partial offset by acquisition of a privately owned company in Germany and the start-up cost from our Ireland whole-owned subsidiary company. See below for additional discussion and analysis of cash flow.
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For the six months ended June 30,
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2013
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2012
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Net cash provided by (used in) operating activities
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$
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(3,435,836)
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$
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(20,556)
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Net cash used in investing activities
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637,585
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-
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Net cash provided by financing activities
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1,841,000
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18,840
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Effect of exchange rate changes
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(7,746)
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-
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Net Change in Cash
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$
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(964,997)
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$
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(1,716)
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17
During the six months ended June 30, 2013, net cash used in operating activities was $3,435,836, compared to net cash used in operating activities of $20,556 during the six months ended June 30, 2012. The increase in net cash used in operating activities of $3,415,280 is primarily due to an increase in expense is primarily attributable to the discontinued business transaction, the
start-up of the
wholly owned subsidiary, Resolute Oncology Limited in Dublin, Ireland and the wholly owned subsidiary, Resolute Oncology GmbH in Germany.
During the six months ended June 30, 2013, net cash provided by investing activities was $637,585, compared to net cash provided by financing activities of $0 during the six months ended June 30, 2012. The increase in net cash provided by financing activities was due to proceeds advance on asset transfer.
During the six months ended June 30, 2013, net cash provided by financing activities was $1,841,000, compared to net cash provided by financing activities of $18,840 during the six months ended June 30, 2012. The increase in net cash provided by financing activities was due to proceeds issuance of common stock and proceeds from a convertible note payable.
As discussed herein, our company reported a net loss of $2,296,943 during the six months ended June 30, 2013, compared to $21,996 during the six months ended June 30, 2012. The increase was primarily due to increases in: consulting expense, debit discount interest expense, discontinued business transaction, legal and accounting, rent, salaries and operation and administration expenses.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
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We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.