UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________  to __________

Commission file number: 000-30651

CTT PHARMACEUTICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

MINDESTA, INC.

(former name of Company)

Delaware	11-3763974
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

429 Kent Street unit 112, Ottawa, Ontario, Canada	K2P 2B4
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (613) 241-9959

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a “smaller reporting company”. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: At August 14, 2015 there were 195,068,022 shares of the registrant’s common stock outstanding (the only class of voting common stock).

 

 

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	1
Condensed Consolidated Interim Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2015	2
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2015 and 2014 (Unaudited)	3
Condensed Consolidated Interim Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited)	4
Statement of Stockholders Equity for the period ended June 30, 2015	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4. CONTROLS AND PROCEDURES	16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	17
ITEM 1B UNRESOLVED STAFF COMMENTS	17
ITEM 1A. RISK FACTORS	17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4. MINE SAFETY DISCLOSURES	17
ITEM 5. OTHER INFORMATION	18
ITEM 6. EXHIBITS	18
SIGNATURES	19

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the our expectations regarding our working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider all of the material risks in connection with any forward-looking statements that may be made herein.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The consolidated financial statements and the notes thereto for the six month period ended June 30, 2015 (the “Financial Statements”), attached hereto and incorporated by this reference. The Financial Statements have been adjusted with all adjustments which, in the opinion of management, are necessary in order to make the Financial Statements not misleading. The Financial Statements have been prepared by CTT Pharmaceutical Holdings, Inc. without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. The Financial Statements include all the adjustments which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary, CTT Pharmaceuticals, Inc. All significant intercompany accounts and transactions have been eliminated.

1

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Condensed Consolidated Interim Balance Sheets

(Expressed in United States Dollars, unless otherwise stated)

		As at				As at
		June 30,				December 31,
		2015				2014
		$				$
		(note 1)				(note 1)
		(unaudited)
Assets
Current
Cash			46,073				81,179
Prepaid expenses (note 3)			907,185				963,125
Receivables			5,430				5,430
Total current assets			958,688				1,049,734
Prepaid expenses (note 3)			224,572				612,636
Total assets			1,183,260				1,662,370
Liabilities
Current
Accounts payable and accrued liabilities			67,796				22,250
Liability to issue common shares (note 4)			40,000				906,250
Due to related parties (note 6)			88,577				147,240
Total liabilities			196,373				1,075,740
Stockholders' equity
Common stock 300,000,000 shares authorized, $0.0001 par value; 213,193,022 shares issued and outstanding (2014 – 195,068,022)			21,320				19,507
Additional paid-in capital			1,032,610				128,173
Contributed surplus			598,730				407,381
Accumulated other comprehensive income (loss)			1,298				(1,069	)
Retained earnings (deficit)			(667,071	)			32,638
Total stockholders' equity			986,887				586,630
Total liabilities and stockholders' equity			1,183,260				1,662,370

See accompanying notes to unaudited interim condensed consolidated financial statements

Approved by Board :								(signed) Dean Hanisch
									Director

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(Expressed in United States Dollars, unless otherwise stated)

		3 months ended June 30								6 months ended June 30
		2015				2014				2015				2014
		$				$				$				$
		(note 1)				(note 1)				(note 1)				(note 1)
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Operating expenses
Consulting fees			195,155				—				363,214				—
Investor relations			121,150				—				245,419				—
Marketing and promotion			(610	)			—				396				—
Professional fees			42,496				4				51,332				770
General and administration			4,466				916				39,348				1,823
			362,657				920				699,709				2,593
Net (loss)			(362,657	)			(920	)			(699,709	)			(2,593	)
Other Comprehensive income (loss)
Foreign currency translation			1,003				—				2,367				—
Comprehensive income (loss)			(361,654	)			(920	)			(697,342	)			(2,593	)
Weighted average number of common shares outstanding – basic and diluted (note 4)			213,193,022				149,183,285				204,080,453				149,183,285
Net (loss) per share – basic and diluted			(0.00	)			(0.00	)			(0.00	)			(0.00	)

See accompanying notes to unaudited condensed interim financial statements

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in United States Dollars, unless otherwise stated)

		6 months ended June 30
		2015				2014
		$				$
		(note 1)				(note 1)
		(unaudited)				(unaudited)
Cash provided by (used in) Operating activities
Net (loss) attributable to the company			(699,709	)			(2,593	)
Stock based compensation			92,816				—
Shares issued for services			484,004				—
Imputed interest on amounts due to related party			8,533				1,823
Changes in non-cash operating working capital :
Prepaid expenses and deposits			—				—
Accounts payable and accrued liabilities			45,546				(436	)
			(68,810	)			(1,206	)
Financing activities
Proceeds from (payment to) related party			31,337				4,875
			31,337				4,875
Foreign exchange rate effect on cash			2,367				—
Net (decrease) increase in cash			(35,106	)			3,669
Cash, beginning of period			81,179				—
Cash, end of period			46,073				3,669
Supplementary information
Interest paid			—				—
Income taxes paid			—				—

See accompanying notes to unaudited interim condensed consolidated financial statements

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Statement of Stockholders’ Equity

For the Period Ended June 30, 2015

(Unaudited)

																						Accumulated
		Common Stock								Additional												Other				Total
		Number								Paid-in				Contributed				Accumulated				Comprehensive				Stockholders'
		of Shares				Amount				Capital				Surplus				Deficit				Income (loss)				Deficit
Balance at December 31, 2012			149,183,285				14,918				69,282				77,665				(176,289	)			(5,576	)			(20,000	)
Contribution of capital - interest			—				—				—				3,828				—				—				3,828
Contribution of capital – loan forgiveness (Note 5)			—				—				—				4,352				—				—				4,352
Foreign currency translation adjustment			—				—				—				—				—				1,409				1,409
Net loss			—				—				—				—				(18,911	)			—				(18,911	)
Balance at December 31, 2013			149,183,285				14,918				69,282				85,845				(195,200	)			(4,167	)			(29,322	)
Issued pursuant to Exchange Agreement (note 2)			35,184,737				3,519				58,891				—				—				—				62,410
Issued for services			10,700,000				1,070				—				—				—				—				1,070
Stock based compensation			—				—				—				308,439				—				—				308,439
Contribution of capital – interest			—				—				—				7,958				—				—				7,958
Contribution of capital – loan forgiveness (Note 5)			—				—				—				5,139				—				—				5,139
Foreign currency translation adjustment			—				—				—				—				—				3,098				3,098
Net income			—				—				—				—				227,838				—				227,838
Balance at December 31, 2014			195,068,022				19,507				128,173				407,381				32,638				(1,069	)			586,630
Stock based compensation			—				—				—				92,816				—				—				92,816
Shares issued for services			18,125,000				1,813				904,437																906,250
Contribution of capital – interest			—				—				—				8,533				—				—				8,533
Contribution of capital – loan			—				—				—				90,000				—				—				90,000
Foreign currency translation adjustment			—				—				—				—				—				2,367				2,367
Net loss			—				—				—				—				(699,709	)			—				(699,709	)
Balance at June 30, 2015			213,193,022				21,320				1,032,610				598,730				(699,709	)			1,298				986,887

See accompanying notes to the condensed consolidated interim financial statements

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

NOTE 1 - BASIS OF PRESENTATION

The unaudited condensed consolidated interim financial statements of CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”). (the “Company”, or “Mindesta”), for the period ended June 30, 2015 and the notes thereto (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America and have been presented in US dollars. The Financial Statements include the Company’s wholly owned subsidiary CTT Pharmaceuticals Inc. (“CTT Pharma”) (Note 2b).  All significant intercompany accounts and transactions are eliminated in consolidation.  The unaudited interim consolidated financial statements of the Company for the three month period ended June 30, 2015 and the notes thereto have been prepared in accordance with generally accepted accounting principles for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of only normal accruals) considered necessary for a fair presentation have been included.

The Company specializes in the development of oral drug delivery systems for pain management and treatment. These condensed consolidated interim financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has never generated cash flow from operations and is unlikely to generate cash flows from operations in the immediate or foreseeable future.  For the period ended June 30, 2015, the Company has incurred a net loss of $ 699,709 (2014 - $2,593), negative cash flows from operations of $ 68,810 (2014 - $1,206) and has had no sources of revenue. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital to pay expenses and carry out any further product development, market program, market acceptance of its products and achieving profitability.  The Company will require significant financing to continue its operations and fund any further activities. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's fiscal period-end is December 31.

NOTE 2 – ORGANIZATION AND ACCOUNTING POLICIES

(a)

Organization

Mindesta, Inc. was incorporated on November 6, 1996, as Winchester Mining Corporation in the State of Delaware.  Effective July 26, 2011, the Company changed its name to “Mindesta Inc.” Effective July 20, 2015 the Company changed its name to “CTT Pharmaceutical Holdings, Inc.”. The Company trades on the OTC under the symbol MDST.

(b)

Reverse Acquisition and Recapitalization

On September 9, 2015, Mindesta entered into a Share Exchange Agreement (the “Exchange Agreement”) with CTT Pharmaceuticals, Inc., f/k/a Fenwafe Inc., an entity organized under the Canadian Corporations Business Act in March 2007 and the shareholders of CTT Pharma whereby Mindesta acquired all of the issued and outstanding shares of common stock of CTT Pharma in consideration for the issuance of 149,183,285 shares of Mindesta common stock.

The 140,738,948 restricted shares of Mindesta common stock issued to former CTT Pharma stockholders and the 8,444,337 shares of Mindesta restricted shares issued at closing represent approximately 80% of the then issued and outstanding common stock of Mindesta.

As a result of the transactions effected by the Exchange Agreement, at closing CTT Pharma became a wholly owned subsidiary of Mindesta and Mindesta has abandoned all of its previous business operations with the business of CTT Pharma now being Mindesta’s sole business. CTT Pharma is a development stage company with limited operations to date focused on developing an oral delivery system of medication contained on a disposable film.

6

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

 

The Exchange Agreement was accounted for as a reverse acquisition and recapitalization of the Company and as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of CTT Pharma (the accounting acquirer), with the assets and liabilities, and expenses of the Company being included effective from the date of the Exchange Agreement. As the Exchange Agreement was accounted for as a reverse acquisition and recapitalization, there was no gain or loss recognized on the transaction. The transaction is in substance a capital transaction, rather than a business combination, thus no goodwill or other intangible assets have been recorded. The significant components of the transaction are as follows:

Assets acquired		$	1,867
Liabilities assumed			(31,767	)
Net		$	(29,900	)

The historical financial statements for periods prior to the Exchange Agreement are those of CTT Pharma, except that the equity section and earnings per share have been retroactively restated to reflect the Exchange Agreement. As a result of the Exchange Agreement, the Company has ceased mineral exploration and focuses on oral drug delivery systems (note 1).

(c)

Significant Accounting Policies

i)   Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents include balances with banks and operating line of credit.

ii)   Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, title passes to the customer, typically upon delivery, and when collection of the fixed or determinable selling price is reasonably assured.

iii)   Functional and Presentation Currency

The functional currency of CTT Pharma is the Canadian Dollar and the functional currency of Mindesta is the United States Dollar. The reporting currency is the United States Dollar. The financial statements of the CTT Pharma are translated to United States dollars in accordance with ASC 830 using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

iv)   Comprehensive Income

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. Comprehensive income relates to the effects of translation from CTT Pharma’s functional currency of the Canadian Dollar to the presentation currency of the United States Dollar.

v)   Share Capital

Proceeds from share issuance net of share issuance costs are recorded at the amount paid. Share capital issued for non-monetary consideration is recorded at the fair market value of the shares on the date the shares are issued.

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

 

vi)   Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive. There were no potentially dilutive common stock equivalents outstanding at June 30, 2015 or 2014.

vii)   Financial Instruments

The fair market value of the Company’s financial instruments comprising cash, accounts payable and accrued liabilities and due to shareholder were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions which do not exceed federally insured amounts. The Company has not experienced any material losses in such accounts.

The Company is not exposed to any foreign exchange or interest rate risk.

viii)   Fair Value of Financial Instruments

We measure and disclose certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We utilize the active market approach to measure fair value for our financial assets and liabilities. We report separately each class of assets and liabilities measured at fair value on a recurring basis and include assets and liabilities that are disclosed but not recorded at fair value in the fair value hierarchy.

The fair values of cash, accounts payable and accrued liabilities, and due to shareholder for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments.

The fair value of the liability to issue common shares is calculated based on the published closing stock price of Mindesta at June 30, 2015.

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

 

ix)   Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance so that the assets are recognized only to the extent that when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At June 30, 2015, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

x)   Research Costs

Research costs are expensed in the period incurred. The Company expenses development costs in the period incurred, except when it is determined that the costs meet United States GAAP criteria for deferral and amortization. Deferred development costs, if any, will be amortized on straight-line basis over the expected useful life of the underlying product.

xi)   Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made by management in the accompanying financial statements include the valuation of deferred tax assets, and estimation of market rates of interest imputed on non-interest bearing shareholder loans.

(d)

Recently Adopted and Future Accounting Pronouncements

i)   ASU 2014-05

In March 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-05, “Foreign Currency Matters (Topic 830); Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This guidance applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of substance real estate or conveyance of oil and gas, mineral rights) within a foreign entity. ASU No. 2014-05 is effective prospectively for fiscal periods (and interim reporting periods with those periods) beginning after December 15, 2014. The adoption of ASU 2014-05 did not have a material impact on our financial position or results of operations.

 

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

 

ii)   ASU 2014-11

In July 2014, FASB issued ASU 2014-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exits.” The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. ASU No. 2014-11 is effective for public entities for fiscal periods beginning after December 15, 2014, and interim periods within those periods. Early adoption is permitted. The amendments should be applied to all unrecognized tax benefits that exist as of the effective date. Entities may choose to apply the amendments retrospectively to each prior reporting period presented. The adoption of ASU 2014-05 did not have a material impact on our financial position or results of operations.

iii)   ASU 2015-08

In April 2015, FASB issued ASU 2015-08, “Discontinued Operations”. ASC guidance was issued related to discontinued operations which changed the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The updated guidance requires an entity to only classify discontinued operations due to a major strategic shift or a major effect on an entity’s operations in the financial statements. The updated guidance will also require additional disclosures relating to discontinued operations. The update is effective prospectively for the Company’s fiscal period beginning January 1, 2015. Early application is permitted. Adoption of ASU 2015-08 did not have an impact on our financial position or results of operations.

iv)   ASU 2015-12

In June 2015, FASB issued ASU 2015-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. ASC guidance was issued to update the guidance on performance stock awards. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. This standard is effective for the Company’s fiscal period beginning January 1, 2016. Early application is permitted. The Company does not expect the updated guidance to have a material impact on the consolidated financial position, results of operations or cash flows.

iv)   ASU 2015-15

In August 2015, FASB issued ASU 2015-15, “Presentation of Financial Statements – Going Concern”. ASC guidance was issued that explicitly requires management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This standard is effective for the Company’s fiscal period ending December 31, 2017, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the updated guidance to have a material impact on the consolidated financial position, results of operations or cash flows.

NOTE 3 – LIABILITY TO ISSUE COMMON SHARES

During the year ended December 31, 2014 the Company entered into various consulting agreements for services to be rendered over 1 to 2 periods. In consideration for the consultants’ services the Company has agreed to issue 18,125,000 common shares valued at $1,806,250 based on the closing stock price of the Company on the date of the agreements, and recorded this as prepaid expense. As at June 30, 2015, $473,151 had been expensed.

The Company did not issue the common shares and as such recorded a liability for this amount as at the date of the agreements calculated with reference to the number of common shares to be issued multiplied by the quoted stock price at December 31, 2014, resulting in a payable of $906,250. During the six month period ended June 30, 2015 the common shares were issued and accordingly the liability was derecognized with a corresponding increase in equity.

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

 

As at June 30, 2015 the Company was obligated to issue a further 1,000,000 common shares pursuant to a consulting agreement for services to be rendered over a period of one year.  The Company has not yet issued the common shares and as such recorded a liability for this amount as at the date of the agreement calculated with reference to the number of common shares to be issued multiplied by the quoted stock price at June 30, 2015, resulting in a payable of $40,000.

NOTE 4 – STOCKHOLDER’S EQUITY

A.

COMMON STOCK

The number of common shares outstanding at June 30, 2015 and December 31, 2014 were as follows:

		Number				Par Value $				Additional Paid-in Capital $
Outstanding at December 31, 2014			195,068,022				19,507				128,173
Shares issued for services (note 3)			18,125,000				1,813				904,437
Outstanding at June 30, 2015			213,193,022				21,320				1,032,610

On October 1, 2014 the board of directors approved a resolution to increase the authorized capital of the Company from 200,000,000 common shares to 300,000,000 common shares.

B.

STOCK OPTIONS

On October 17, 2014, the Company granted stock options to purchase 13,500,000 common shares at a price of $0.015 per share until December 31, 2017. Half of the options vested immediately with the remaining options vesting over a one period or two period term. The fair value of the option grant was estimated using the Black-Scholes option-pricing model with the following assumptions: expected volatility of 390% - 396%; risk-free interest rate of 1.10% - 1.44%; and an expected term of 3.21 periods.

There were 14,150,000 options outstanding and 9,650,000 exercisable at June 30, 2015 (2014 – 14,150,000 outstanding and 7,400,000 exercisable).

The weighted average remaining contractual term of options outstanding as at June 30, 2015 was 2.45 years (December 31, 2014 – 2.92 years).

The Company recognized $92,816 of stock compensation expense for the period ending June 30, 2015 (Three Months Ended June 30, 2014 - $nil).

C.

EARNINGS PER SHARE

The basic and fully-diluted weighted average number of common shares outstanding was as follows:

For the three months ended:
June 30, 2015			213,193,022
June 30, 2014			149,183,285

For the periods ended June 30, 2015 and 2014, the inclusion of common stock equivalents in the calculation of the weighted average number of shares is anti-dilutive.

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CTT Pharmaceutical Holdings, Inc. (Formerly, “Mindesta Inc.”)

Notes to Condensed Consolidated Interim Financial Statements

(unaudited)

June 30, 2015

 

NOTE 5 – RELATED PARTY TRANSACTIONS

		As at June 30, 2015				As at December 31, 2014
Due to shareholders			88,577				87,240
Due to related party			—				60,000
			88,577				147,240

The Company has recorded obligations to its shareholders that are non-interest bearing or bear interest rates below equivalent market rates. During the six months ended June 30, 2015, the Company has recorded additional interest expense of $8,533 (six months ended June 30, 2014 - $1,823) to reflect the benefit received from the shareholder for these non-interest bearing or low interest loans, using an estimated market rate of interest of 20%.

Included in due to related parties is a balance of $Nil related to management fees payable to the Company’s President (December 31, 2014 - $60,000). During the six months ended June 30, 2015, the President forgave the balance of management fees payable to him of $90,000. This forgiveness of debt was recorded as a contribution to capital.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company has been named in a lawsuit filed by Windale Properties in the amount of CDN$19,781. The claim is the result of termination of leased premises in Oakville, Ontario prior to expiry of the lease. In 2009 a judgment of CDN$24,908 with annual interest of 3% was issued against the Company. No amount has been accrued as no action has been undertaken since 2009 to enforce the judgment.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

CTT Pharmaceutical Holdings, Inc. (“CTT Pharmaceutical” or "the Company"), a Delaware Corporation, was incorporated on November 6, 1996 under the name Winchester Mining Corp. The name of the Company was changed to PNW Capital, Inc. on May 16, 2000. In 2002, PNW Capital, Inc. acquired Industrial Minerals Incorporated, a private Nevada Corporation, and changed its name to Industrial Minerals, Inc. Effective July 26, 2011, the Company adopted the new name of “Mindesta Inc.”. In conjunction with this action, the Company consolidated its stock on a 20:1 basis.

On September 9, 2014 the Company entered into a Share Exchange Agreement with CTT Pharmaceuticals, Inc. (“CTT Pharma”), and its then existing shareholders. As a result of this transaction, CTT Pharma became a wholly owned subsidiary of the Company. Our operations are conducted through CTT Pharma. On July 20, 2015 the Company changed its name from Mindesta Inc. to CTT Pharmaceutical Holdings, Inc. to more accurately reflect the Company’s new business plan, developing an oral delivery system of medication contained on a disposable film.

CTT PHARMA

CTT Pharma specializes in drug delivery systems technology within the pharmaceutical industry. CTT Pharma’s focus is fast dissolving drug delivery systems. The company’s revolutionary technology platform includes the development of advanced oral delivery thin wafers infused with both natural and/or synthetic cannabis extracts (THC, annabinoids, Terpenes) to deliver treatment as an alternate to smoking and ingestion.

The Wafer is an orally administrable wafer comprising at least one physiologically acceptable film forming agent. The wafer is formed by mixing the film-forming agent with an aqueous solution to form a gel and exposing the gel to a plurality of heating and cooling cycles. The wafer formulation relates to a rapidly dissolving formulation suitable for oral administration.

The wafer is treated with a pharmaceutical agent designed to reduce or treat a medical condition.

It is anticipated that CTT Pharma will develop a cannabis based wafer formulated for pain relief and the side effects of cancer treatment. While management has broad discretion as to the Wafer’s formulation, we believe that delivery of cannabis extract represents a unique opportunity in a niche market. The Wafer is a safer, faster delivery system which eliminates the unpleasant effect of rolling and smoking marijuana cigarettes. However, regulatory compliance and testing for a new product delivery system as well as issues surrounding the use of cannabis creates a significant financial burden.

THE WAFER

Our wafer is an orally administrable paper-thin polymer films used as carriers for pharmaceutical agents. The Wafer rapidly dissolves to release the pharmaceutical agent as soon as it comes in contact with saliva, thus obviating the need for water during administration. This attribute makes the wafer highly attractive for pediatric and geriatric patients due to the difficulty in swallowing conventional tablets and capsules.

Patents and Other Forms of Intellectual Property

Our success depends, in part, on our ability to obtain patents, maintain trade secret protection, and operate without infringing the proprietary rights of others. We seek patent protection on various aspects of our proprietary chemical and pharmaceutical delivery technologies, including the delivery agent compounds and the structures which encompass our Wafer. Its method of preparation and the combination of our compounds with a pharmaceutical agent.

On January 7, 2014 the United States Patent and Trademark Office issued Patent Number 8,623,401 B2 to Panka Modi for his wafer formulation. On November 9, 2010 the Canadian Intellectual Property Office issued Patent Number 2,624,110 to Dr. Modi for his wafer formulation. Both patents were subsequently assigned to CTT Pharma

Government Regulation

Our operations and products under development are subject to extensive regulation in the jurisdictions where the products are produced or distributed. While we are a U.S. corporation, we will not have any business activities in the United States in the foreseeable future. As a result, we will not file any applications with the Food and Drug Administration. We will however be subject to the rules and regulations promulgated by Health Canada and other countries where we do business.

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Commercialization

We believe that the Wafer positions us as a viable commercial-stage entity, anchored by our pain management film and cannabis wafer. As we transition to this strategy, we remain dedicated to further realizing the full potential and commercial value of our patented technology.

Competition

Our success depends in part upon maintaining a competitive position in the development of pharmaceutical agents suitable for our delivery system. We compete in an evolving field in which developments are expected to continue at a rapid pace. We compete with other drug delivery, biotechnology and pharmaceutical companies, research organizations, individual scientists and non-profit organizations engaged in the development of alternative drug delivery technologies or new drug research and testing, and with entities developing new drugs that may be orally active.

VETERINARIAN MEDICINE

Our orally dissolving wafers are an excellent fast dissolving drug delivery system which can be used by veterinarians to treat dogs, cats and other animals who would ordinarily be given a pill or injection.

The wafers will be much easier to administer than traditional delivery systems such as pills or injections. The wafers will dissolve on contact with saliva and will be flavored with chicken, meat or fish.

OUR PLAN OF OPERATIONS

We will need a significant infusion of capital, whether in the form of debt or equity financing to implement our business plan. We have no commitment for additional funding. We have budgeted $600,000 in operating costs for the next year and $1,880,000 for the second year. Without this capital infusion, it is highly unlikely that we will be able to fully implement our business plan.

RESULTS OF OPERATIONS

For the three and six months ended June 30, 2015

We did not generate any revenues during these periods.

For the three and six months ended June 30, 2015 we incurred net losses from operations of $(362,657) and $(699,709).

Our largest expenses for the three and six months ended June 30, 2015 were consulting fees totaling $195,155 and $363,214 and investor relations totaling $121,150 and $245,419 respectively. Our only other significant expense for the three and six month period ended June 30, 2015 were professional fees totaling $42,496 and $51,332, and general and administrative expenses totaling $4,466 and $39,348

Except for our officers and directors, as of June 30, 2015 we had no full time employees. We do have two part time employees. We anticipate adding additional employees, when adequate funds are available, and will continue using independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our officers and directors. .

For the three and six months ended June 30, 2014

We did not generate any revenues during these periods.

During these periods, our operations were minimal. Total expenses were $2,580 and $1,673 respectively with the single largest expense being for professional fees.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2015 (unaudited) and December 31, 2014.

Current assets at June 30, 2015 as compared to December 31, 2014 were $958,688 as compared to $1,049,734, representing a decline of approximately 8%. The decline is attributable to both a decline in our current cash position from $81,179 to $46,073 and a decline in our prepaid expenses from $963,125 to $907,185. Total assets at June 30, 2015 were $1,183,260 as compared to $1,662,370 on December 31, 2014 representing a decline of approximately 29%.

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At June 30, 2015 our current liabilities totaled $196,373 as compared to $1,075,740 at December 31, 2014, representing a decline of approximately 82%. Approximately $866,250 of this decrease represents a reduction in our liability to issue stock from $906,250 to $40,000, and a reduction of $58,663 in monies due related parties from $147,240 to $88,577.

We have a working capital deficiency (exclusive of prepaid expenses and liability to issue common shares) of $74,870 at June 30, 2015 as compared to a working capital deficit at December 31, 2014 of $82,881.

The Company will require additional funding to continue operations and there is no assurance that such financing will be available or will be available on terms acceptable to the Company.

Going Concern Consideration

The Company specializes in the development of oral drug delivery systems for pain management and treatment. At June 30, 2015 the Company has a retained deficit of $(667,071) and total stockholders equity of $986.887. This compares with retained earnings of $32,638 and total Stockholders’ equity of $586,630 at December 31, 2014. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital to pay expenses and carry out any further product development, market program, market acceptance of its products and achieving profitability. The Company will require significant financing to continue its operations and fund any further activities.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Rate Risk.

We hold cash balances in both U.S. and Canadian dollars. We transact most of our financing in U.S. dollars and operational business in Canadian dollars. Some of our operational expenses denominated in Canadian dollars include building costs, labor costs and materials and supplies. As a result, currency exchange fluctuations may impact our operating costs. We do not manage our foreign currency exchange rate risk through the use of financial or derivative instruments, forward contracts or hedging activities.

In general, we do not believe that any weakening or strengthening of the U.S. dollar as compared to the Canadian dollar will have a positive or adverse material effect on our results of operations.

Interest Rate Risk

Our investment policy for our cash and cash equivalents is focused on the preservation of capital and supporting our liquidity requirements. We do not use interest rate derivative instruments to manage exposure to interest rate changes. We do not believe that interest rate fluctuations will have any effect on our results of operations.

Cyber-security Risk

We do not believe that we are subject to any undue cyber-security risk that may have an adverse material effect on our results of operations.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President & Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation considered the procedures designed to ensure that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

(a)    Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 13d-15(d) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b)    Inherent Limitations of Disclosure Controls and Internal Controls over Financial Reporting

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation or effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has been named in a lawsuit filed by Windale Properties in the amount of CDN$19,781. The claim is the result of termination of leased premises in Oakville, Ontario prior to the expiry of the lease. In 2009 a judgment of CDN$24,908 with annual interest of 3% was issued against the Company. No amount has been accrued as no action has been undertaken since 2009 to enforce the judgment.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the period ended December 31, 2014.

ITEM 1B UNRESOLVED STAFF COMMENTS

On July 30, 2015 we received a comment letter from the Securities and Exchange Commission in connection with our Annual Report on Form 10-K filed April 14, 2014. We intend to file a response to this Comment Letter. We do not believe that there will be any material changes made to our financial statements.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 20, 2014, the Company completed a non brokered private placement consisting of the sale of 15,783,332 units at a price of US$0.015 per unit for total proceeds of US$236,750. Each unit consists of one common share and one half of a share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.0175 until December 31, 2016. We used the net proceeds of this offering for general working capital purposes.

On September 9, 2014 , the Company entered into a Share Exchange Agreement (the “ Exchange Agreement”) with CTT Pharmaceuticals, Inc., (“CTT” or “CTT Pharma”), and the shareholders of CTT Pharma whereby the Company acquired all of the issued and outstanding shares of common stock of CTT Pharma in consideration for the issuance of 149,183,285 shares of the Company’s common stock. We also issued an additional 8,444,337 shares in connection with the same transaction.

During the quarter ended December 31, 2014 we issued 10,700,000 common shares for services rendered.

During the quarter ended June 30, 2015 we issued 18,125,000 common shares for services to be rendered.

With respect to the sale of the securities identified above, we relied on the exemption provisions of Section 4(2), of the Securities Act, as amended.

At all relevant times, the securities were offered subject to the following terms and conditions:

·

The sale was made to a sophisticated or accredited investor, as defined in Rule 502 or were issued pursuant to a specific exemption;

·

We gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;

·

At a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2; and

·

Neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d14(a) Certifications of Pankaj Modi Chief Executive Officer
31.2		Rule 13a-14(a)/15d14(a) Certifications of Lucie Letellier, CFO
32.1		Section 1350 Certifications of Pankaj Modi, Chief Executive Officer
32.2		Section 1350 Certifications Lucie Letellier, CFO
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CTT PHARMACEUTICAL HOLDINGS, INC.
Date:  August 19, 2015		By:	/s/ Pankaj Modi
			Pankaj Modi
			Chief Executive Officer
Date:  August 19, 2015		By:	/s/ Lucie Letellier
			Lucie Letellier
			Chief Financial Officer

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