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PETLIFE PHARMACEUTICALS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits

August 11, 2014

Item 1.01. Entry Into a Material Definitive Agreement

On June 27, 2014, Clear TV Ventures, Inc. (formerly Eco Ventures Group, Inc.) ("EVGI") merged with and into its subsidiary, PetLife Pharmaceuticals, Inc.

Pursuant to the terms of the merger, the name of the corporation changed to PetLife Pharmaceuticals, Inc. ("PetLife" or the "Company"). In addition, each 20 shares of EVGI were exchanged for one share of PetLife.

On April 18, 2014, EVGI entered into a Share Exchange Agreement (the "Share Exchange Agreement") with PetLife Corporation, a Delaware corporation ("PetLife Private") and the shareholders of PetLife Private (the "Shareholders") for the exchange (the "Exchange") of all of the issued and outstanding shares of PetLife Private for shares of the Company. These shares of PetLife are being exchanged for 47,000,000 fully paid non-assessable shares of the Company or 80% of the issued and outstanding shares of the Company.

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 PetLife Private shareholders or designees. The shares of common stock of PetLife issued in the Exchange to the PetLife Private 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 PetLife Private 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 PetLife Private 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.

Following the closing of the Share Exchange Agreement we intend to continue the Company's and PetLife Private's historical businesses and proposed businesses.

Our historical business and operations will continue independently through a newly formed wholly owned subsidiary. The Company has relocated its executive offices to those of PetLife Private at 433 N. Camden Drive, Beverly Hills, CA 90210. The Company's new telephone number is (310) 279-5152, and its corporate website is petlife.com. The information on, or accessible through, the Company's website does not constitute part of, and is not incorporated by reference into, this Current Report.

Both our CUSIP number and our trading symbol for our common stock which trades on the OTCQB Tier of the OTC Markets, Inc. will change as a result of the name change. The new CUSIP number is 71639B 105. The new symbol for the Company's common stock "PTLF"will become effective through the Financial Information Regulatory Association, Inc. ("FINRA") twenty business days after August 12, 2014. The symbol will be reflected as EVGID for 20 business days from August 12, 2014.

There will be no mandatory exchange of stock certificates. Following the name change the share certificates which reflect our prior name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer to our transfer agent, Empire Stock Transfer, Inc., telephone 702-818-5898.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement, as amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 which is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 11, 2014, we completed the Exchange described in Item 1.01 of this Current Report. The disclosures set forth in Item 1.01 are incorporated herein by reference.

BUSINESS



Immediately following the Exchange, the business of PetLife Private became our business as a wholly-owned subsidiary. Our historical business continues in a new subsidiary, [name]. PetLife Pharmaceuticals, Inc. (PetLife) has developed and is launching a new generation of potentiated veterinary cancer medications and nutraceuticals, based on the same patented formula "Escozine" and production processes that have been scientifically proven as an effective treatment for cancer in humans for years. Escozine (for humans) is currently sold as either a nutraceutical or prescription drug in 40 countries including the US.

Historical Company Information

We were incorporated on April 5, 2002 under the laws of the State of Nevada as "Aztek Ventures Inc." Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from "Aztek Ventures Inc." to "Genesis Uranium Corp." Effective April 21, 2008, we amended our Articles of Incorporation to change our name from "Genesis Uranium Corp." to "Vault Technology Inc." to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from "Vault Technology, Inc." to "Modern Renewable Technologies, Inc." ("Modern"). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 18, 2013, the Company declared a 15-for-1 reverse stock split for all of its common and preferred stock. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada Corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 20 shares of our common stock were exchanged for one share in the surviving company. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect both the reverse stock split on July 18, 2013 and the exchange ratio in the merger with PetLife Pharmaceuticals, Inc.

Business of PetLife Pharmaceuticals, Inc.

PetLife Pharmaceuticals, Inc. (PetLife) has developed and is launching a new generation of HP (high potency) veterinary cancer medications and nutraceuticals, based on the same patented formula "Escozine" and production processes that have been scientifically proven as an effective treatment for cancer in humans for years. Escozine (for humans) is currently sold as either a nutraceutical or prescription drug in 40 countries including the US.

Given the histology (the similarity of the cellular biology) between humans and dogs and cats and the growing body of new preclinical research (UCSD) establishing the effectiveness of Escozine for the treatment of animals, PetLife has licensed the worldwide rights to formulate, package and market a new product line, "Escozine for PetsTM."

The Company's products have been demonstrated as a preventative and a treatment of cancer, and to dramatically improve the quality of life, and extend the longevity of pets with cancer -- without the painful, debilitating side effects of toxic, conventional chemotherapy.

PetLife also has studied and plans to introduce an Escozine for PetsTM product line for livestock, which suffer from high rates of cancer at a cost of billions to the industry.

Summary



We have developed and are launching a new generation of high potency veterinary cancer medications and nutraceuticals, based on the same patented "Escozine" formula and its production processes that, for years, have shown scientific evidence as being effective for cancer in humans.

For humans, PetLife's sister company, Medolife has been successfully marketing its Escozine products through direct sales in 40 countries. Medolife has invested over $10 million in R&D in Escozine (for humans) over 10 years and amassed substantial scientific documentation, worldwide of its effectiveness.

"Escozine" has been used for years to treat humans with cancer in many countries and its positive results are backed by numerous scientific research, pre-clinical and clinical observations that confirm its safety and efficacy. It is registered and certified for oncological treatment by the Minister of Health in the Dominican Republic, and is registered and distributed in six countries (Dominican Republic, Vietnam, Russia, Belarus, Nigeria and Kazakhstan).

At the molecular level, the cancer cells of humans, cats and dogs are quite . . .

Item 3.02. Unregistered Sales of Equity Securities.



The disclosures set forth in Item 1.01 and 2.01 of this Current Report are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The disclosures made in Items 1.01 and 2.01 of this Current Report are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures made above in Items 1.01 and 2.01 of this Current Report are incorporated herein by reference in their entirety.

Item 9.01. Financial Statements and Exhibits (a)



Financial statements of business acquired.

In accordance with Item 9.01(a), the audited combined financial statements of Eco Venture Group, Inc. (the predecessor in name for Petlife Pharmaceuticals, Inc.) for the years ended August 31, 2012 and August 31, 2013, are incorporated herein by reference to the Company's Periodic Report on Form 10-K, filed with the US Securities and Exchange Commission on June 21, 2014. Eco Venture Group, Inc.'s unaudited condensed combined financial statements for the three and nine months ended May 31, 2013 and 2014 are incorporated by reference to the Company's Periodic Report on Form 10-Q filed on August 5, 2014.

(c) Exhibits.



In reviewing the agreements included or incorporated by reference as exhibits to this Current Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:



should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;



have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;



may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and



were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.

The following exhibits are filed herewith:

No. Description 2.1



Agreement and Plan of Merger dated as of June 26, 2014 between Eco Ventures Group, Inc. and PetLife Pharmaceuticals, Inc.

10.1

Reorganization Agreement dated as of April 28, 2014 by and between Eco Ventures Group, Inc. and PetLife Corporation.

10.2

Patent License Agreement dated as of August 1, 2014 between Arthur Grant Mikaelian and Petlife Pharmaceuticals, Inc.

10.3

Manufacturing Agreement dated as of May 8, 2014 between Petlife Corporation and Samson Pharmaceuticals, Inc.


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Source: Edgar Glimpses


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