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Our new line of business is an early clinical-stage specialty biopharmaceutical company with a limited or no operating history upon which you can evaluate our business and prospects.  We are not profitable and we expect to incur significant losses in the future for the foreseeable future. We anticipate financing our operations primarily through the sale of equity or convertible debt securities.  However, there is no guaranty we will be successful in such financings.

Because our officers and directors have limited experience in EDGAR and XBRL reporting, our Pubco subsidiary is dependent on consultants to provide our services to our customers, therefore; our business has a higher risk of failure.

Our officers and directors have limited business experience with EDGAR and XBRL reporting.  We rely on outside consultants to provide the PubCo services to our customers.  Consequently, management's decisions and choices may not be well thought out, and we may be unable to contract adequately experienced personnel to assist in product development, and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

We have minimal clients or customers and even if we obtain more clients or customers, there is no assurance that we will make a profit.

We have minimal clients or customers.  If we are unable to attract enough customers/clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to continue to generate sufficient revenue from which we can operate or expand our business.  The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.

Some of our competitors have significantly greater financial and marketing resources than us

Some of our competitors have significantly greater financial and marketing resources than us. There are no assurances that our efforts to compete in the marketplace will be successful.

We are dependent upon our current officers.

We currently are managed by two officers and we are entirely dependent upon them in order to conduct our operations.  If they should resign or die, there temporarily may be no one to run Panther Biotechnology, Inc., and the company has no Key Man insurance.  If our current officers are no longer able to serve as such and we are unable to find other persons to replace them, it will have a negative effect on our ability to continue active business operations and could result in investors losing some or all of their investment in the Company.

In connection with the XBRL and EDGAR conversion services that we offer, we are made aware of information regarding our clients prior to it becoming public. If we fail to keep this information confidential, our business and reputation could be significantly and adversely affected.

Part of the PubCo business involves the conversion of materials to XBRL and EDGAR format for filing with the SEC before the information contained in the materials is made public. As such, we are frequently in possession of confidential information and documentation regarding our clients before it is made public. Securities laws and regulations in the US and elsewhere contain penalties for the misuse of material nonpublic information of the type we often possess, and violation of these laws and regulations could result in civil and criminal penalties. If we do not keep this information confidential, or misuse it in violation of the aforementioned laws and regulations, we could be subject to civil claims by our clients or other third parties or criminal investigations by appropriate authorities. We could also damage our relationships with existing clients or harm our ability to attract new clients.

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Future delays or changes to the SEC mandate may impact the growth of our XBRL filings business.

Revenues generated from our XBRL filings business are based on a number of factors, including the SEC mandate requiring public reporting companies to tag their financial statements in XBRL. If the SEC changes the mandate as it now stands, our revenue opportunity could be significantly restricted. Such a restriction would have a materially negative impact on our revenues and financial results.

We could face liability and other costs relating to our storage and use of personal information about our users.

Users provide us with personal information, including credit card information, which we do not share without the user's consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users' personal or credit card information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. Privacy legislation adopted in several states may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices.

Risks related to development, regulatory approval and commercialization

With the 2015 agreements with Northwestern University, University of Rochester and Faulk Pharmaceuticals, our new line of business to better serve the unmet medical needs of patients with the most difficult to treat cancers, antiviral and autoimmune diseases, will be dependent on the successful development, regulatory approval and commercialization of our products, which are in early stage development.  The success of our business, including our ability to finance our Company and generate any revenue in the future, primarily will depend on the successful development, regulatory approval and commercialization of our products.  In the future, we may also become dependent on one or more of other product candidates of any future product candidates that we my in-license, acquire or develop.

The clinical and commercial success of our products will depend on a number of factors, including the following:

 

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The ability to raise additional capital on acceptable terms, or at all;

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Timely completion of our clinical trials, once commenced;

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Whether the U.S. Food and Drug Administration or similar foreign regulatory agencies to conduct additional clinical trials beyond those planned to support the approval and commercialization of our products or future products;

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Acceptance of our proposed indications and primary endpoint assessments relating to the proposed indications of our products by the FDA and similar foreign regulatory authorities;

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Our ability to demonstrate to the satisfaction of the FDA and similar foreign authorities: 1) the safety and efficacy of our products or any future products, 2) the timely receipt of marketing approvals, and 3) the prevalence, duration and severity of potential side effects experienced with our products or future products;

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Our ability to successfully commercialize our products or any future products in the United States and internationally;

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Acceptance by physicians and patients of the benefits, safety and efficacy of our products or any future products, if approved, including relative to alternative and competing treatments;

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Our ability to establish and enforce intellectual property rights in and to our products or any future products;

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Our ability to avoid third-party patent interference or intellectual   property infringement claims; and

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Our ability to in-license or acquire additional products or commercial-stage products that we believe can be successfully developed and commercialized.

If we do not achieve one or more of these factors, many of which are beyond our control, in a timely manner or at all, we could experience significant delays or an inability to obtain regulatory approvals or commercialize our products.  Even if regulatory approvals are obtained, we may never be able to successfully commercialize any of our products.  Accordingly, we cannot assure you that we will be able to generate sufficient revenue through the sale of our products or any future products to continue our business.

Our shares may be defined as "penny stock", the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our shares may be defined as a "penny stock" under Section 15(g) of the Securities and Exchange Act of 1934, and rules of the Commission.  The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer.  For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale.  In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission.  Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you have purchased.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

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Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

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Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

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The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.

Due to a limited amount of trading volume for our securities and may continue to be volatile you may have difficulty selling your shares.

 

There is limited trading volume of our securities, and as such the pricing is volatile and could fluctuate widely due to factors beyond our control and therefore may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares.  As a result an investment in the Shares may be illiquid in nature and investors could lose some or all of their investment in the Company.

Panther's operating subsidiary PubCo Reporting is under no requirement to fund the operations of Panther, the reporting entity and there is no immediate source of outside capital

Panther's operating subsidiary PubCo Reporting is a cash flow generating entity.  Although PubCo Reporting may generate cash flow it is under no compulsion to pay or satisfy any of the obligations of Panther that may arise through its creditors, equity unit holders or anyone else to which Panther may be obligated.  Panther is incurring obligations which are in excess of its cash resources and the Company has no immediate source of outside capital.

Our financial statements may not be comparable to those of companies that comply with new or revised accounting standards.

We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our status as an "emerging growth company" under the JOBS Act OF 2013 may make it more difficult to raise capital when we need to do it.

Because of the exemptions from various reporting requirements provided to us as an "emerging growth company" and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

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We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an "emerging growth company."

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, We are required to comply with certain of rules relating to Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company" as defined in the JOBS Act.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company." At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

As an "emerging growth company" under the jumpstart our business startups act (JOBS), we are permitted to rely on exemptions from certain disclosure requirements.

 

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

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submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any January 31 before that time, we would cease to be an emerging growth company as of the following July 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth  company the following fiscal year, or if we issue more than $1 billion in  non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.

Notwithstanding the above, we are also currently a "smaller reporting company," meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year.  If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will be subject to increased disclosure requirements.  However, the disclosure requirements will still be less than they would be if we were not considered either an "emerging growth company" or a "smaller reporting company."  Specifically, similar to "emerging growth companies", "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2014; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an "emerging growth company" or "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, the Company will have ongoing SEC compliance and reporting obligations, estimated as approximately $50,000 annually.  Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs.  In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources.  If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

We are unlikely to pay dividends

To date, we have not paid dividends on our common stock, nor do we intend to pay dividends in the foreseeable future, even if we become profitable.  Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders.  Investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment.  There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.

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Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price.  The potential or likelihood of an increase in share price is questionable at best.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Panther's principal business and corporate address is 2801 Lakeside Drive, Suite 207B, Bannockburn, IL 60015; the telephone number is 312-371-6829.  The space is being provided by management on a rent free basis.

Panther does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Not applicable.

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the pink sheets of OTC Markets Group.   

Holders

As of May 31, 2015, there were approximately 41 stockholders of record and an aggregate of 4,662,500 shares of our common stock were issued and outstanding.   Of these common shares, 2,166,468 are restricted shares held by our officers and directors and 2,496,032  common shares are issued in registered form to approximately 30 unrelated investors, including 1,326,151 shares subject to various lock-up agreements.  The transfer agent of our company's common stock is Signature Stock Transfer Inc. at 2632 Coachlight Court, Plano, TX 75093.

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Description of Securities

The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.001 par value, and 10,000,000 shares of preferred stock, at $0.001 par value.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our Board of Directors.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 2014, that were not otherwise disclosed on our current reports on Form 8-K filed during the year ended May 31, 2014.

During July and August 2013, we sold 1,025,000 shares at $0.02 per share for total proceeds of $20,500 under our recent S-1 Registration Statement offering.  On August 15, 2013, the Company closed its Offering and has not sold any additional shares under the Prospectus.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2014.

As a "smaller reporting company," we are not required to provide the information required by this Item.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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Results of Operations

 

The following table provides selected financial data about our company as of May 31, 2014 and 2013.

Our increase in cash of $57,938 can be attributed to increased revenues during the year ended May 31, 2014.  Our property, plant and equipment increased due to purchasing new computer equipment during the year ended May 31, 2014.  Our liabilities increased $85,375 due to a $40,000 payment due and payable for management fees plus a $25,000 cash advance received from related parties.

 

 

 

 

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The following summary of our results of operations, for the years ended May 31, 2014 and 2013, are as follows:

 

Revenue

Our revenues are derived from our EDGAR, XBRL, and accounting services.  We earned revenues of $256,855 for the year ended May 31, 2014 compared to revenues of $73,496 for the year ended May 31, 2013.  Increased revenues for the year ended in 2014 can be attributed to our growing customer base due to the advertising and marketing initiatives we undertook during the year. Our customer base has increased by approximately 200% over the same period last year.

Gross profit

Gross profit is determined by subtracting our costs directly related to earning our revenue, which are our software licensing and contractor fees, from revenues generated. Our gross profit as a percentage of revenue was 79% and 82% for the years ended May 31, 2014 and May 31, 2013,  respectively.  Our gross profit has been relatively stable, but this has been due to keeping our contractor and software licensing costs low to this point.  We expect gross profit, as a percentage, to decrease as we rely more on contractors as a result of an increase in our customer base.

Expenses

Operating expenses for the year ended May 31, 2014, increased by $136,052 or 203% as compared to the comparative year ended May 31, 2013.  The increase in expenses can be attributed to mainly an increase in professional fees, management fees, office and communication expenses as we had expanded operations significantly as compared to the year ended 2013. We paid $76,143 in management fees to our two prior officers during the year ended May 31, 2014 compared to $7,483 in the year ended May 31, 2013.  Our professional fees decreased to $20,529 from $28,520 for the comparable period ended May 31, 2013 due to legal and accounting fees related to our recent S-1 registration statement not recurring in 2014.

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Other expenses consisted of $1,000 related to a forfeited option for a license with Northwestern University.  The Company did end up licensing an asset from Northwestern University, pursuant to the subsequent events footnote to our financial statements.

Plan of Operation

Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital and/or generate sufficient revenues to pay for our expenses. Our only source for cash at this time is investments by others and our revenues.  We must raise cash or increase our revenues to stay in business. We are currently in late stage discussions with several funding sources.  Although there are no guarantees that a capital transaction will be consummated, we are confident that the efforts being put forth will be successful.

Panther Biotechnology, Inc. is an early stage company that has active operations, limited revenue, limited financial backing and limited assets.  Through its wholly owned subsidiary, PubCo Reporting, it is an SEC EDGAR and XBRL and CSA SEDAR filing agent.   We also have started a biotechnology business and will grow and develop and be the main focus for Panther's operations.

We will endeavor to proceed with our plan of operations by locating alternative sources of financing and growth of our business through revenues.

Until the Company is properly capitalized, our officers and directors will also provide their labor at nominal charge.

We are a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934, and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements.  We estimate that these accounting, legal and other professional costs to be a minimum of $50,000 in the next year and will be higher, in the following years, if our business volume and activity increases.  Increased business activity could greatly increase our professional fees for reporting requirements, and this could have a significant impact on future operating costs.  The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will be dependent upon whether we can sustain and/or increase our sales revenue and raise the appropriate amount of capital.

 

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance.  We are a development stage company and generated limited revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in our rebranding efforts, and possible cost overruns due to the price and cost increases in supplies and services.

 

At present, we only have enough cash on hand to cover costs associated with running the Pubco Reporting operations.

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Liquidity and Capital Resources

On February 6, 2013, the Company filed a Prospectus as part of its Registration Statement on Form S-1 which the Company sought to raise $60,000 under the offering.  The Company sold 1,025,000 shares under the Prospectus, raising a total of $20,500.  On August 15, 2013, the Company closed its Offering and has not sold any additional shares under the Prospectus. 

We received our initial funding of $13,000 through the sale of common stock to Christopher Ellerbeck, who purchased 200,000 and 1,400,000 shares of common stock at $0.005 per share on July 14, 2011 and May 31, 2012 respectively; and, Roldis Estevez, who purchased 1,000,000 shares of common stock on May 31, 2012 at $0.005 per share.

Currently we do not have sufficient capital to fund our business development for the next 12 months.  We feel we do have enough funds to cover our professional fees for the next 12 months.  The Company's operating subsidiary PubCo Reporting Services, Inc. is under no obligation to transfer funds to Panther Biotechnology, Inc., the holding company, funds to meet any of the obligations of the holding company.  We have no committed source of outside future financing.  Our current directors have provided some funds to cover some of the Company's costs.

On May 31, 2014, our Company's cash balance was $70,269 compared to $12,331 at May 31, 2013 and our total assets were $129,333 compared with $24,677 at May 31, 2013. The increase in cash and total assets was primarily due an increase in our operations for the year ended May 31, 2014 as compared to the year ended May 31, 2013.

On May 31, 2014, our Company had total liabilities of $88,954 compared with total liabilities of $2,459 as at May 31, 2013.

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