PIVOT PHARMACEUTICALS INC. (OTCMKTS:PVOTF) Files An 8-K Financial Statements and Exhibits

Item 9.01.

Item 2.01 Completion of Acquisition or Disposition of
Assets

On February 28, 2018, we completed the acquisition of ERS
Holdings, LLC (ERS) to an Exchange Agreement dated as of February
10, 2018 among Pivot Pharmaceuticals Inc. (Pivot), ERS and the
members of ERS. As consideration for the purchase, we paid
$333,333 in cash on closing and will pay an additional $333,333
six and twelve (12) months after closing. In addition, we also
issued 5,000,000 shares of our common stock. ERS has developed a
patented technology called RTIC Ready-To-Infuse-Cannabis,
relating to the transformation of cannabis oil into powder for
infusion into a variety of food and beverage products such as
capsules, K-Cups, stick packs, baked mixes, liquid shots, protein
shakes, topicals, lotions, and bottled beverages.

Item 3.02 Unregistered Sales of Equity
Securities

Effective February 28, 2018, we issued 5,000,000 shares of common
stock to the members of ERS as consideration for the shares of
ERS acquired from such members of ERS. We relied on Regulation D
and/or Section 4(2) of the Securities Act of 1933.

Item 9.01Financial Statements and
Exhibits

(a)	Audited financial statements of business acquired for the years ended December 31, 2017 and 2016
(b)	Combined pro-forma financial information (unaudited) for the year ended January 31, 2018 reflecting amounts as if the acquisition had occurred previously.

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 hereunto duly authorized.

Patrick Frankham

Chief Executive Officer

Date: May 16, 2018

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Report of Independent Registered Public Accounting Firm and

Financial Statements

Years ended December 31, 2017 and 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Shareholders of Pivot Naturals, LLC
(formerly ERS Holdings, LLC):

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Pivot
Naturals, LLC (formerly ERS Holdings, LLC) (the Company) as of
December 31, 2017 and 2016, the related statements of operations,
members capital (deficit), and cash flows for each of the years
in the two-year period ended December 31, 2017 and the related
notes (collectively referred to as the financial statements). In
our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Company as of December 31, 2017 and 2016, and the results of its
operations and its cash flows for each of the years in the
two-year period ended December 31, 2017, in conformity with
accounting principles generally accepted in the United States of
America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency
which raise substantial doubt about its ability to continue as a
going concern. Management’s plans in regard to these matters are
also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on the
Companys financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial
reporting, but not for the purpose of expressing an opinion on
the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.

/s/ Sadler, Gibb Associates, LLC

We have served as the Companys auditor since 2018 (as this is the
date we were engaged to audit ERS)

Salt Lake City, UT

May 16, 2018

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Balance Sheets

December 31,	December 31,
$	$
Current assets
Cash	2,306	1,347
Amounts receivable	–
Total current assets	2,306	1,997
Equipment (Note 3)	4,196	8,716
Total assets	6,502	10,713
Current liabilities
Accounts payable and accrued liabilities	52,233	3,445
Loan payable – related party (Note 4)	15,925	6,000
Total liabilities	68,158	9,445
Total members’ (deficit) capital	(61,656	)	1,268
Total liabilities and members’ capital	6,502	10,713

Nature of operations and continuance of business (Note 1)

Subsequent event (Note 6)

(The accompanying notes are an integral part of these financial
statements)

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Statements of Operations

Year Ended	Year Ended
December 31,	December 31,
$	$
Revenues	–	–
Expenses
Depreciation	1,270
General and administrative	3,757	10,908
Professional fees	47,566	74,862
Research and development	7,081	27,106
Salary and wages	–	61,598
Total expenses	59,354	175,744
Net loss before other items	(59,354	)	(175,744	)
Other expense
Impairment of equipment	(3,571	)	–
Write-off of due from related party (Note 5)	–	(25,728	)
Total other expense	(3,571	)	(25,728	)
Net loss	(62,925	)	(201,472	)

(The accompanying notes are an integral part of these financial
statements)

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Statement of Members (Deficit) Capital

Members’	Accumulated
Capital	Deficit	Total
$	$	$
Balance – December 31, 2015	150,000	(151,713	)	(1,713	)
Member interests issued for cash	174,453	–	174,453
Member interests issued for services	30,000	–	30,000
Net loss	–	(201,472	)	(201,472	)
Balance – December 31, 2016	354,453	(353,185	)	1,268
Net loss	–	(62,925	)	(62,925	)
Balance – December 31, 2017	354,453	(416,110	)	(61,656	)

(The accompanying notes are an integral part of these financial
statements)

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Statements of Cash Flows

Year Ended	Year Ended
December 31,	December 31,
$	$
Net loss	(62,925	)	(201,472	)
Operating activities
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,270
Impairment of equipment	3,571	–
Member interest issued for services	–	30,000
Changes in operating assets and liabilities
Amounts receivable	(650	)
Accounts payable and accrued liabilities	48,788	3,445
Net cash used in operating activities	(8,966	)	(167,407	)
Financing activities
Proceeds from loan payable – related party	9,925	–
Member interests issued for cash	–	174,453
Net cash provided by financing activities	9,925	174,453
Investing activities
Purchase of equipment	–	(5,700	)
Net cash used in investing activities	–	(5,700	)
Increase in cash	1,347
Cash – beginning of year	1,347	–
Cash – end of year	2,306	1,347
Supplemental disclosures:
Interest paid	–	–
Income tax paid	–	–

(The accompanying notes are an integral part of these financial
statements)

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Notes to the Financial Statements

Years Ended December 31, 2017 and 2016

1. Nature of Operations and Continuance of
Business

Pivot Naturals, LLC (formerly ERS Holdings, LLC) (the Company)
was established as a California limited liability company on May
21, 2015. The Company is a development stage biopharmaceutical
company engaged in the development and commercialization of
therapeutic pharmaceutical products.

These financial statements have been prepared on the going
concern basis, which assumes that the Company will be able to
realize its assets and discharge its liabilities in the normal
course of business. As at December 31, 2017, the Company has a
working capital deficit of $65,852 and an accumulated deficit of
$416,110. The continued operations of the Company are dependent
on its ability to generate future cash flows or obtain additional
financing. These factors raise substantial doubt about the
Companys ability to continue as a going concern. These financial
statements do not include any adjustments to the recorded assets
or liabilities that might be necessary should the Company be
unable to continue as a going concern.

In order to continue as a going concern, the Company will need,
among other things, additional capital resources. Managements
plan is to obtain such resources for the Company by obtaining
capital from members sufficient to meet its minimal operating
expenses However, management cannot provide any assurances that
the Company will be successful in accomplishing any of its plans.

2. Significant Accounting Policies

(a) Basis of Presentation

The financial statements and the related notes of the Company are
prepared in accordance with generally accepted accounting
principles in the United States and are expressed in U.S.
dollars. The Companys fiscal year-end is December 31.

(b) Use of Estimates

The preparation of these financial statements in conformity with
generally accepted accounting principles in the United States
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. The Company regularly evaluates
estimates and assumptions related to the useful life and
recoverability of long-lived assets. The Company bases its
estimates and assumptions on current facts, historical experience
and various other factors that it believes to be reasonable under
the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company
may differ materially and adversely from the Companys estimates.
To the extent there are material differences between the
estimates and the actual results, future results of operations
will be affected.

(c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to be
cash equivalents. As at December 31, 2017 and 2016, the Company
had no cash equivalents.

(d) Equipment

Equipment is comprised of laboratory equipment and is recorded at
cost. The Company amortizes the cost of equipment on a declining
basis over its estimated useful life of six years.

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Notes to the Financial Statements

Years Ended December 31, 2017 and 2016

2. Significant Accounting Policies (continued)

(e) Long-lived Assets

In accordance with Accounting Standards Codification (ASC) 360,
Property, Plant and Equipment, the Company tests long-lived
assets or asset groups for recoverability when events or changes
in circumstances indicate that their carrying amount may not be
recoverable. Circumstances which could trigger a review include,
but are not limited to: significant decreases in the market price
of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess
of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating
losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and
current expectation that the asset will more likely than not be
sold or disposed significantly before the end of its estimated
useful life. Recoverability is assessed based on the carrying
amount of the asset and its fair value, which is generally
determined based on the sum of the undiscounted cash flows
expected to result from the use and the eventual disposal of the
asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not
recoverable and exceeds fair value.

(f) Stock-based Compensation

The Company records stock-based compensation in accordance with
ASC 718, Compensation Stock-Based Compensation, using the fair
value method. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued,
whichever is more reliably measurable.

(g) Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for
the reporting and display of comprehensive loss and its
components in the financial statements. As at December 31, 2017
and 2016, the Company had no items representing comprehensive
income or loss.

(h) Revenue Recognition

Revenue is recognized when significant risks and rewards of
ownership of goods have been transferred to the buyer, the amount
of revenue can be measured reliably, it is probable that economic
benefits associated with the transaction will flow to the Company
and the costs incurred or to be incurred in respect of the
transaction can be measured reliably. As at December 31, 2017,
deferred revenues included in accounts payable and accrued
liabilities were $21,100 (2016 – $1,250).

(i) Research and Development Costs

Research costs are expensed in the period that they are incurred.

(j) Income Taxes

The Company is recognized as an S-Corporation by the Internal
Revenue Service; therefore, the Companys members are liable for
federal and state income taxes on the Companys taxable income.
The Company files federal and state income tax returns in the
United States. During the years ended December 31, 2017 and 2016,
there were no charges for interest or penalties.

(k) Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize
the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes a fair
value hierarchy based on the level of independent, objective
evidence surrounding the inputs used to measure fair value. A
financial instruments categorization within the fair value
hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes
the inputs into three levels that may be used to measure fair
value:

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)

Notes to the Financial Statements

Years Ended December 31, 2017 and 2016

2. Significant Accounting Policies (continued)

Level 1

Level 1 applies to assets or liabilities for which there are
quoted prices in active markets for identical assets or
liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are
inputs other than quoted prices that are observable for the asset
or liability such as quoted prices for similar assets or
liabilities in active markets; quoted prices for identical assets
or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations
in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are
unobservable inputs to the valuation methodology that are
significant to the measurement of the fair value of the assets or
liabilities.

The Companys financial instruments consist principally of cash,
accounts payable and accrued liabilities and due to related
parties. to ASC 820, the fair value of cash is determined based
on Level 1 inputs, which consist of quoted prices in active
markets for identical assets. The recorded values of all other
financial instruments approximate their current fair values
because of their nature and respective maturity dates or
durations.

(l) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements
and does not believe that there are any other new accounting
pronouncements that have been issued that might have a material
impact on its financial position or results of operations.

3. Equipment

Laboratory
Equipment
COST	$
Balance – December 31, 2015	4,287
Additions	5,700
Balance – December 31, 2016	9,987
Impairment	(4,287	)
Balance – December 31, 2017	5,700

PIVOT NATURALS, LLC (FORMERLY ERS HOLDINGS, LLC)
Notes to the Financial Statements

Years Ended December 31, 2017 and 2016

3. Equipment (continued)

Laboratory
Equipment
ACCUMULATED DEPRECIATION	$
Balance – December 31, 2015	–
Additions	(1,271	)
Balance – December 31, 2016	(1,271	)
Additions	(950	)
Impairment
Balance – December 31, 2017	(1,504	)
Net book value, December 31, 2016	8,716
Net book value, December 31, 2017	4,196

Depreciation expense included as a charge to income was $950 and
$1,270 for the years ended December 31, 2017 and 2016,
respectively.

4. Loan Payable

As at December 31, 2017, the Company owed $16,285 (2016 – $6,360)
to a member of the Company in the form of loan payable and
accrued interest. $6,000 of the loan payable bears interest at 6%
per annum and the remainder is non-interest bearing. The loan
payable is unsecured and is due upon sale of the Company or when
the Company has sufficient operating capital for repayment.

5. Related Party Transactions

During the year ended December 31, 2016, the Company wrote off
advances made to the Fenix Group, a non-profit organization
incepted to conduct all cannabis related activity of the Company
as required by California Proposition 215, also known as the
Compassionate Use Act of 1996, and California Senate Bill 420.

6. Subsequent Event

On February 28, 2018, the Company was acquired by Pivot
Pharmaceuticals Inc. (Pivot), a British Columbia corporation, to
an Exchange Agreement dated as of February 10, 2018 among Pivot,
the Company and the members of the Company. As consideration for
the purchase, Pivot paid $333,333 in cash on closing, issued
5,000,000 shares of its common stock and will pay an additional
$333,333 six and twelve (12) months after closing for total cash
consideration of $1 million.

UNAUDITED PRO FORMA COMBINED FINANCIAL
STATEMENTS

Balance Sheet as at January 31, 2018

Statement of Operations for the Year Ended January 31, 2018

Notes to the Unaudited Pro Forma Combined Financial Statements

UNAUDITED PRO FORMA COMBINED FINANCIAL
STATEMENTS

On February 28, 2018, Pivot Pharmaceuticals Inc. (Pivot)
completed the acquisition of Pivot Naturals, LLC (formerly ERS
Holdings, LLC) (ERS), California limited liability company,

About PIVOT PHARMACEUTICALS INC. (OTCMKTS:PVOTF)

Pivot Pharmaceuticals Inc., formerly Neurokine Pharmaceuticals Inc., is a development-stage biopharmaceutical company. The Company is engaged in the development and commercialization of therapeutic pharmaceutical products. The Company is in the business of developing and commercializing new uses for existing prescription drugs, as well as developing encapsulation technology in the treatment of neurodegenerative diseases. The Company’s research and development activities are focused on advancing drug candidates for the treatment of women’s cancers, including, but not limited to metastatic endometrial cancer and triple-negative breast cancer; leveraging drug delivery treatment options to allow targeted delivery of drugs to address women’s health needs in urological and/or gynecological indications, and opportunistically in-licensing later-stage drug candidates to augment its drug pipeline.