lightlake-10q_013110.htm


 
 UNITED STATES
 
 
 SECURITIES AND EXCHANGE COMMISSION
 
 
 Washington, D.C. 20549
 
 

 
FORM 10-Q
 

  
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  January 31, 2010
 
or

o 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 333-139915
 
LIGHTLAKE THERAPEUTICS INC. 
 (Exact name of registrant as specified in its charter)
   
Nevada
N/A
 (State or other jurisdiction of incorporation or organization)
 (IRS Employer Identification No.)
 
  54 Baker Street., 6th Floor
W1U 7BU
 (Address of principal executive offices) 
(Zip Code)
 
  44-207-034-1943
 (Registrant’s telephone number, including area code) 
 
                                                                                        
 (Former name, former address and former fiscal year, if changed since last report) 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 filing requirements for the past 90 days.     Yes  x     No o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
 
Accelerated filer
o
         
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No x
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yeso  No o
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
There were 58,508,333 shares of Common Stock outstanding as of January 31, 2010:
 
 
TABLE OF CONTENTS
 
PART I FINANCIAL INFORMATION
Page
     
Item 1.
  3
 
  3
 
  4
  5
 
6
 
7
     
Item 2.
10
Item 3.
11
Item 4.
11
     
PART II OTHER INFORMATION
     
Item 1.
12
Item 2.
  12
Item 3.
  12
Item 4.
12
Item 5.
12
Item 6.
13
     
13
 
 
PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
Lightlake Therapeutics, Inc.
( Formerly Known as Madrona Ventures, Inc.)
( A Development Stage Enterprise)
January 31, 2010 and July 31, 2009
 
   
January 31,
   
July 31,
 
Assets
 
2010
   
2009
 
Current assets
           
Cash and cash equivalents
  $ 2,258     $ 290  
Other current assets
    -       -  
Total current assets
    2,258       290  
                 
Other assets
               
Patent and Patent Applications
    20,333       -  
                 
Total assets
  $ 22,591     $ 290  
                 
Liabilities and Shareholders' Deficit
               
Liabilities
               
Accounts payable and accrued liabilities
  $ 46,619     $ -  
Accrued Salaries and wages
    46,167     $ -  
Due to related party
    165,369       -  
Total liabilities
    258,155       -  
                 
                 
Stockholders' equity (deficit)
               
Common stock; par value $0.001; 200,000,000 shares authorized;
               
58,508,333 shares issued and outstanding at Janury 31, 2010 and
               
  6,525,000 shares issued and outstanding at July 31, 2009 (Pre-Split )
    58,508       6,525  
Additional paid-in capital
    1,026,125       48,975  
Treasury Shares
    50,000       -  
Accumulated deficit during the development stage
    (1,370,197 )     (55,210 )
Total stockholders' deficit
    (235,564 )     290  
Total liabilities and stockholders' equity
  $ 22,591     $ 290  

The accompanying notes are an integral part of these financial statements.
 
 
Lightlake Therapeutics, Inc.
( Formerly Known as Madrona Ventures, Inc.)
( A Development Stage Enterprise)
Statements of Operations
For the Three and Six Months Ended January 31, 2010 and the Period From
Inception (June 21, 2005) to January 31, 2010
 
   
For the
    For the    
From Inception
 
   
Three Months
   
Six Months Ended
   
(June 21, 2005)
 
   
Ended
   
January 31,
   
to January 31,
 
   
January 31, 2010
   
2010
   
2009
   
2010
 
                         
Revenues
  $ -     $ -     $ -     $ -  
                                 
Operating expenses
                               
General and administrative
    1,238,773       1,314,987       8,693       1,374,345  
Mineral interests
    -       -       -       39,015  
Total operating expenses
    1,238,773       1,314,987       8,693       1,413,360  
                                 
Income (loss) from operations
    (1,238,773 )     (1,314,987 )     (8,693 )     (1,413,360 )
                                 
Other income (expense)
                               
Debt forgiveness
    -       -       -       43,163  
Total other income (expense)
    -       -       -       43,163  
                                 
Income (loss) before provision for income taxes
    (1,238,773 )     (1,314,987 )     (8,693 )     (1,370,197 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net income (loss)
  $ (1,238,773 )   $ (1,314,987 )   $ (8,693 )   $ (1,370,197 )
                                 
Basic and fully diluted loss per common share:
                         
Earnings (loss) per common share
 
(0.01
)  
(0.01
)   $ (0.00 )        
Basic and fully diluted weighted average
                         
common shares outstanding
  113,916,483     113,916,483       6,525,000          
 
 
The accompanying notes are an integral part of these financial statements.
 
 
Lightlake Therapeutics, Inc.
( Formerly Known as Madrona Ventures, Inc.)
( A Development Stage Enterprise)
Statement of Changes in Stockholders' Equity (Deficit)
For the Six Months Ended January 31, 2010 and Year Ended July 31, 2009 and
the Period from Inception (June 21, 2005) to January 31, 2010
 
                           
Deficit
       
               
Additional
   
 
   
During the
       
   
Common Stock
   
Paid In
   
Treasury
     Development  
 
 
   
Shares
   
Amount
   
Capital
   
Stock
   
Stage
   
Total
 
                                     
Balance at June 21, 2005
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Balance at July 31, 2005
    -       -       -       -       -       -  
                                                 
Common shares issued for cash
                                         
  March 2006 at $0.001 per share
    5,000,000       5,000       -                       5,000  
  March 2006 at $0.01 per share
    1,300,000       1,300       11,700                       13,000  
  April 2006 at $0.01 per share
    75,000       75       7,425                       7,500  
  May 2006 at $0.01 per share
    150,000       150       29,850                       30,000  
                                                 
Net income (loss)
                                    (32,125 )     (32,125 )
 
                                               
Balance at July 31, 2006
    6,525,000       6,525       48,975       -       (32,125 )     23,375  
                                                 
Net income (loss)
                                    (33,605 )     (33,605 )
                                                 
Balance at July 31, 2007
    6,525,000       6,525       48,975       -       (65,730 )     (10,230 )
                                                 
Net income (loss)
                                    (17,924 )     (17,924 )
                                                 
Balance at July 31, 2008
    6,525,000       6,525       48,975       -       (83,654 )     (28,154 )
                                                 
Net income (loss)
    -       -       -       -       28,444       28,444  
                                                 
Balance at July 31, 2009
    6,525,000     $ 6,525     $ 48,975     $ -     $ (55,210 )   $ 290  
                                                 
Forward Stock Split : 20 for 1
    130,500,000     $ 130,500     $ (130,500 )                     -  
                                                 
Stock Issued for Services
    300,000       300       -       -               300  
                                                 
Stock Issued for Acquisition of Patent
    20,333,333       20,333       -       -               20,333  
                                                 
Returned to treasury
    (100,000,000 )     (100,000 )     50,000       50,000               -  
                                                 
Stock for services
    850,000       850       1,057,650                       1,058,500  
                                                 
Net income (loss)
                                    (1,314,987 )     (1,314,987 )
                                                 
Balance at January 31, 2010
    58,508,333     $ 58,508     $ 1,026,125     $ 50,000     $ (1,370,197 )   $ (235,564 )
                                                 
 
The accompanying notes are an integral part of these financial statements.
 
 
Lightlake Therapeutics, Inc.
( Formerly Known as Madrona Ventures, Inc.)
( A Development Stage Enterprise)
Statements of Cash Flows
For the Three and Six Months Ended January 31, 2010 and Year Ended July 31, 2009 and the Period
From Inception (June 21, 2005) to January  31, 2010
 
   
For the
    For the    
From Inception
 
     Three Months   Six Months Ended    
(June 21, 2005)
 
   
Ended
    January 31,    
to January 31,
 
      January 31, 2010  
2010
   
2009
   
2010
 
                         
Cash Flows Provided (Used) By Operating Activities
             
Net income (loss)
  $ (1,238,773 )   $ (1,314,987 )   $ (8,693 )   $ (1,370,197 )
Adjustments to reconcile net income (loss) to net cash
                 
provided from (used by) operating activities:
                         
Increase (decrease) in accounts payable
    45,519       46,619       (2,045 )     46,619  
Increase in accrued salaries and wages
    46,167       46,167               46,167  
Increase (decrease) in due to related party
    90,121       165,369       10,619       165,369  
Net cash provided from (used by) operating activities
    (1,056,966 )     (1,056,832 )     (119 )     (1,112,042 )
                                 
Cash Flows Provided (Used) By Investing Activities
    -       -       -       -  
                                 
Cash Flows Provided (Used) By Financing Activities
                 
Issuance of common stock for services
    1,058,500       1,058,800               1,058,800  
Issuance of common stock for cash
    -       -       -       55,500  
Net cash provided from (used by) financing activities
    1,058,500       1,058,800       -       1,114,300  
                                 
Net increase (decrease) in cash and cash equivalents
    1,534       1,968       (119 )     2,258  
Cash and cash equivalents, beginning of period
    724       290       206       -  
Cash and cash equivalents, end of period
  $ 2,258     $ 2,258     $ 87     $ 2,258  
                                 
Supplemental disclosure
                               
Interest paid during the period
  $ -     $ -     $ -     $ -  
                                 
Non-Cash Transactions
                               
In August, 2009, the Company acquired a Patent and Patent Applications through the issuance of 20,333,000 Common shares.
 
In December, 2009, the Company cancelled 100,000,000 shares and returned to treasury.
 
 
The accompanying notes are an integral part of these financial statements.
 
 
Lightlake Therapeutics, Inc.
(Formerly Known As Madrona Ventures, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
January 31, 2010                                                                                                                                                                                                                                                 
 
1. Organization, Description of Business, and Basis of Accounting

Business Organization
Lightlake Therapeutics, Inc., (formerly known as Madrona Ventures, Inc.) (the Company) was originally incorporated in the State of Nevada on June 21, 2005.  On September 16, 2009, the Company changed its’ name to Lightlake Therapeutics, Inc.  The Company’s fiscal year end is July 31. The company is currently in the development stage and to date its’ activities have been limited to capital formation.  The Company has limited assets and no revenue and in accordance with SFAS No.7, is considered a Development Stage Company.

Accounting Basis

Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission.  All significant intercompany balances and transactions have been eliminated.  These financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.  It is recommended that these interim unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2009.
 
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended January 31, 2010 are not necessarily indicative of the results which may be expected for any other interim periods or for the year ending July 31, 2010. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America consistently applied.
 
2. Patent and Patent Applications

On August 24, 2009, the Company acquired European Patent EP1681057B1 and U.S. Patent Application 11/031,534 through the issuance of 20,333,000 of its’ common stock.
 
 
Lightlake Therapeutics, Inc.
(Formerly Known As Madrona Ventures, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
January 31, 2010                                                                                                                                                                                                                                 
 
3. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  This raises substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments that might result from this uncertainty

4. Capital Stock

The Company has 200,000,000 common shares authorized at a par value of $0.001.  At January 31, 2010 there were 58,508,333 shares issued and outstanding.  The Company has no other classes of shares authorized for issuance.

At January 31, 2010, there were no outstanding stock options or warrants.
 
5. Common Stock Purchase Agreement

On July 31, 2009, the Company completed a common stock purchase agreement (the Pelikin Agreement) whereby Pelikin Group acquired 5,000,000 common shares of the Company’s common stock from Belmont Partners.  Following the transaction, Pelikin Group controls approximately 76.6% of the Company’s outstanding capital stock.  Concurrent with the agreement, Mr. Sei Ki was named to the Board of Directors as well as President and Secretary of the Company, and Mr. Joseph Muese resigned from all positions held in the Company.
 
6. Income Taxes

The Company has net operating loss carry forwards that were derived solely from operating losses from prior years.  These amounts can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss.  No provision was made for federal income taxes as the Company has significant net operating losses.

The operating losses derive a deferred tax asset of approximately $197,248 and $18,800 at January 31, 2010 and July 31, 2009, respectively.  At January 31, 2010 and July 31, 2009, the Company established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets.

Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
 
 
Lightlake Therapeutics, Inc.
(Formerly Known As Madrona Ventures, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
January 31, 2010                                                                                                                                                                                                                                                  
 
7. Related Party Transactions

The Company’s Director and former officer advanced funds to the Company for working capital needs in the amount of $ 165,369.  The amounts were non-interest bearing, unsecured, with no stated terms or repayment.
 
 
 
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS
 
Statements contained herein which are not historical facts are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market and access to sources of capital.

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this form 10-Q. Except for the historical information contained herein, the discussion in this form 10-Q contains certain forward-looking statements that involve risk and uncertainties, such as statements of plans, objectives, expectations and intentions. The cautionary statements made in this form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this form 10-Q. The Company's actual results could differ materially from those discussed here.

The Company was incorporated in the State of Nevada on June 21, 2005 and on September 16, 2009, the Company changed its’ name to Lightlake Therapeutics, Inc.  The Company’s fiscal year end is July 31 and is a development stage Company.  Lightlake Therapeutics Inc. is a drug discovery company focusing on developing new and innovative solutions to obesity and eating disorders.

During the year ended July 31, 2009, the company carried out very limited operations and on June 26, 2009 Belmont Partners (Belmont) acquired a controlling interest of approximately 76.6% of the Company’s outstanding shares. (ref: Form 8-K filing date June 26, 2009) On July 31, 2009, the Pelikin Group acquired the 5,000,000 shares from Belmont and will be continuing operations as a pharmaceutical company focusing on developing new and innovative solutions to obesity and eating disorders.

On August 24, 2009 the company acquired European Patent EP1681057B1 and U.S. Patent Application 11/031,534.

In November 2009 the clinical trial team in Helsinki, Finland was granted ethical approval to begin subject selection for Phase 2 clinical trial under the direction of its trial coordinator Professor Hannu Eero Rafael Alho, Professor of Addiction Medicine, University of Helsinki. The Trial is being conducted in conjunction with the National Institute for Health and Welfare, in Helsinki, Finland.

PLAN OF OPERATION

Our plan of operation for the next twelve months is to pursue the Phase 2 clinical trials in Helsinki, Finland on the user patents that were acquired by the company from Dr. David Sinclair, in exchange for 20,333,333 restricted common shares on August 24, 2009.  (see Exhibit 5, Sinclair Agreement Form 10-K) The safe and effective treatment is a proprietary patented pharmaceutical medicine-based behaviour program pioneered by Dr. David Sinclair

We have not attained profitable operations and are dependent upon obtaining financing to pursue the Phase 2 clinical trials in Helsinki, Finland.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our directors, although no such arrangements have been made. At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
 
 
RESULTS OF OPERATIONS

We did not earn any revenues during the three month period ending January 31, 2010 and have generated no revenues since inception.  We have incurred operating expenses in the amount of $1,238,773 for the three month period ending January 31, 2010. For the same three month period ending January 31 2009 our operating expenses was $5,372.

Our net loss for the three month period ending January 31, 2010 was $1,238,773 and our net loss from inception through January 31, 2010 was $1,413,360
 
At January 31, 2010, we had assets of $22,591 and at the same date current liabilities of $258,155
The following table provides selected financial data about our Company as at January 31, 2010 and October 31, 2009.
 
Balance Sheet Data:
 
1/31/10
   
7/31/09
 
             
             
Cash
  $ 2,258     $ 290  
Total assets
  $ 22,591     $ 290  
Total Liabilities
  $ 258,155     $ 0  
Shareholder's equity
  $ (235,564 )   $ 290  
 
We have not attained profitable operations and are dependent upon obtaining financing to pursue the clinical trials in Helsinki, Finland.  In their report on our audited financial statements as at July 31, 2009, our auditors raised substantial doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations.
 
SIGNIFICANT ACCOUNTING POLICIES
It is suggested that these financial statements be read in conjunction with our July 31, 2009 audited financial statements and notes thereto, which can be found in our Form 10-K annual filing and amendments thereto, on the SEC website at www.sec.gov under our SEC File Number 333-139915.

Our significant accounting policies are as follows:

PATENT OWNERSHIP

The user patents that were acquired by the company from Dr. David Sinclair, in exchange for 20,333,333 restricted common shares on August 24, 2009.  (see Exhibit 5, Sinclair Agreement Form 10-K) The safe and effective treatment is a proprietary patented pharmaceutical medicine-based behaviour program pioneered by Dr. David Sinclair.  The company plans to file and obtain the necessary requirements to conduct Phase II clinical trials in Helsinki, Finland.  There is no guarantee that we will obtain the approval from the Finnish authorities to conduct the trials and the company will need to obtain the required financing if granted the approvals to conduct the trials.  To date the company has not been granted the approvals to conduct the trials.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting Company we are not required to provide the disclosure required by this item.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of 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 Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended October 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II — OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There were no sales of unregistered securities during the period of this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period of this report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the period covered by this report.

ITEM 5. OTHER INFORMATION

On December 1, 2009 Pelikin Group returned 100,000,000 common shares back to treasury.
 
 
ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our form SB-2 Registration Statement, filed under SEC File Number 333-146934, at the SEC website at www.sec.gov:
 
Exhibit Number
Description
   
3.1
Articles of Incorporation*
3.2
Bylaws*
31.1
31.2
32.1
32.2
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
       
Date: March 12, 2010
By:
/s/ Dr. Roger Crystal                
 
   
Name  Dr. Roger Crystal
 
   
Title Chief Executive Officer and President
 
       

       
Date: March 12, 2010
By:
/s/ Seijin Ki                                
 
   
Name Seijin Ki
 
   
Title Chief Financial Officer and Director
 
       


 
 
ex31-1.htm
EXHIBIT 31.1
 
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Dr. Roger Crystal, Chief Executive Officer of Lightlake Therapeutics Inc., certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Lightlake Therapeutics Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over  financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


 
   
       
Date: March 12, 2010    
By:
/s/ Dr. Roger Crystal                       
    Dr. Roger Crystal  
    Chief Executive Officer  
       
ex31-2.htm
EXHIBIT 31.2

CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Seijin Ki, Chief Financial Officer of Lightlake Therapeutics Inc., certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Lightlake Therapeutics Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over  financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

e)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
f)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
g)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
h)  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

c)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
d)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
              
 
     
       
Date: March 12, 2010 
By:
/s/ Seijin Ki                  
    Seijin Ki  
    Chief Financial Officer  
       
ex32-1.htm
EXHIBIT 32.1

 
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Lightlake Therapeutics Inc. (the “Company") for the three month ended January 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Dr. Roger Crystal, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
                        
 
     
       
Date: March 12, 2010
By:
/s/ Dr. Roger Crystal             
    Dr. Roger Crystal  
    Chief Executive Officer  
       
 
 
This certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
ex32-2.htm
EXHIBIT 32.2
 
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Lightlake Therapeutics Inc. (the “Company") for the three month ended January 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Dr. Roger Crystal, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
                                  
 
     
       
Date: March 12, 2010    
By:
 /s/ Seijin Ki                  
    Seijin Ki  
    Chief Financial Officer  
       

This certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.