XML 16 R8.htm IDEA: XBRL DOCUMENT v2.3.0.15
Organization and Description of Business
9 Months Ended
Sep. 30, 2011
Organization and Description of Business
Note 1.  Organization and Description of Business

PhytoMedical Technologies, Inc. (the “Company”) was incorporated in the State of Nevada on July 25, 2001. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries PhytoMedical Technologies Corporation (“PhytoMedical Corp.”) and PolyPhenol Technologies Corporation (“PolyPhenol”).

PhytoMedical Corp. was incorporated on March 10, 2004 in the State of Nevada and has no assets or liabilities.

PolyPhenol was incorporated on August 24, 2004 in the State of Nevada and has no assets or liabilities.

Since its incorporation, the Company focused its efforts on the development of new technologies (in particular pharmaceutical technologies and products) and, where warranted, the acquisition of rights to obtain licenses to technologies and products that are being developed by third parties, primarily universities and government agencies, through sponsored research and development agreements.

In June 2010, the Company’s Board of Directors determined that it was in its shareholders best interest to refocus its business activities in a manner which may more fully enhance shareholder value. As a result, on August 25, 2010, the Company entered into a non-binding Memorandum of Intent (the “MOI”) with Standard Gold Corp., a Nevada corporation engaged in the exploration of precious metals in the western United States on properties that may contain economic concentrations of mineralization (“SGC”).

On October 22, 2010, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with SGC and its shareholders, pursuant to which the Company would acquire all of the issued and outstanding shares of SGC in exchange for 607,539,940 shares of the Company’s common stock (the “SGC Acquisition”).  However, each of the parties to the Share Exchange Agreement, no longer believing that the conditions to closing of the transactions contemplated by the Share Exchange Agreement could be satisfied, entered into the Termination Agreement and Mutual Release (the “Termination Agreement”), dated as of December 24, 2010. 

In anticipation that the Company would consummate the SGC Acquisition and pursue the exploration and development of the mineral claims held by SGC, it did not pay the $20,000 license maintenance fee that was due on September 1, 2010, to the Trustees of Dartmouth College (the “Dartmouth Trustees”). The Company had an exclusive license, granted pursuant to a license agreement dated September 1, 2008 (the “Dartmouth License Agreement”), between the Company and the Dartmouth Trustees, to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators. Further development of the IV formulation for D11B was ceased in anticipation of the SGC Acquisition.

As of September 1, 2010, all of the Company’s business relationships had been terminated and it has been deemed a “shell company” under SEC rules. Accordingly, the Company is currently undertaking efforts to identify new commercial opportunities.

On August 29, 2011, the Board of Directors requested shareholder approval to change the Company’s name to Ceres Ventures, Inc. The Board of Directors believes that by changing the Company’s name to Ceres Ventures, Inc., the Company can expand the scope of commercial opportunities it may enter into and not limit itself to the pharmaceutical/medical sector.

The affirmative vote of a majority of the shares of common stock held by stockholders will be required to effect the change of the Company’s name to Ceres Ventures, Inc. Once approved, the Company will file the necessary paperwork with the State of Nevada, the SEC, and the Financial Industry Regulatory Authority (“FINRA”) to effect the name change. The Company anticipates effecting the name change on November 21, 2011, subject to regulatory approval.
 

The Company’s Board of Directors has also determined that it is in the Company’s best interest to execute a reverse stock split of the Company’s common stock on the basis of one-for-fifty (the “Reverse Stock Split”). Each fifty shares of common stock outstanding at the effective date of the Reverse Stock Split (the “Effective Date”) will automatically become one share of common stock, with all fractional shares being rounded up to the nearest whole share.

The Reverse Stock Split is subject to the affirmative vote of a majority of the shares of common stock held by stockholders. Once approved, the Company will file the necessary paperwork with the State of Nevada, the SEC, and FINRA to effect the Reverse Stock Split. The Company anticipates effecting the Reverse Stock Split on November 21, 2011, subject to regulatory approval.

Both the name change and Reverse Stock Split will be voted upon at the Company’s 2011 Annual Meeting of Shareholders, which is expected to be held on November 10, 2011.

The Company does not expect to generate any revenues for the foreseeable future and expects to continue to incur losses. The Company’s independent registered public accounting firm has issued an audit opinion as of December 31, 2010, which includes a statement expressing substantial doubt as to the Company’s ability to continue as a going concern.