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Share Exchange Agreement
12 Months Ended
Aug. 31, 2015
Share Exchange Agreement  
Share Exchange Agreement

NOTE 6 – SHARE EXCHANGE AGREEMENT

 

On April 18, 2014, Petlife Corporation entered into a Share Exchange agreement with PetLife Pharmaceuticals, Inc. (formerly Clear TV Ventures, Inc.), a publicly traded company. The shares of Petlife Corporation were exchanged for 47,000,000, or 80% of the issued and outstanding shares of PetLife Pharmaceuticals, Inc.

 

The closing of the Share Exchange Agreement was conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of the Company being limited to 58,000,000 issued and outstanding post-closing.

 

The Share Exchange Agreement closed on August 11, 2014 with the issuance of 47,000,000 shares to shareholders or designees of Petlife Corporation. The shares of common stock of PetLife Pharmaceuticals, Inc. issued in the exchange to the Petlife Corporation shareholders were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were in each case offered, sold and issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D promulgated thereunder. The Company relied on such exemptions based in part on written representations made by the Company shareholders, including representations with respect to each member’s status as an accredited investor and investment intent with respect to the acquired securities. The shares of common stock issued in the Exchange to the Company shareholders may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act, and each of the certificates or instruments evidencing such shares bears a legend to that effect.

 

The transaction was recorded as a reverse acquisition whereby Petlife Corporation was considered to be the accounting acquirer as its shareholders retained control of Petlife Pharmaceuticals, Inc., after the exchange, although Petlife Pharmaceuticals, Inc., is the legal parent company. The share exchange was treated as a recapitalization of Petlife Corporation (and its historical financial statements) is the continuing entity for financial reporting purposes.