Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended: November 30, 2009
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
Commission
file number 333-06718
Viropro,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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13-3124057
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(State
of organization)
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(I.R.S.
Employer Identification No.)
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1806-300
Avenue des Sommets
Verdun,
QC
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H3E
2B7
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(Address
of principal executive offices)
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(Zip
code)
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Registrants
telephone number: (514) 731-8776
Securities
registered pursuant to Section 12(b) of the Act: NONE
Securities
registered pursuant to Section 12(g) of the Act: NONE
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ¨ No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such
requirements for the past 90 days. Yes x No ¨
Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company as
defined in Rule 12b-2 of the Exchange Act (check one).
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated
filer
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¨
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Smaller reporting company
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x
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Indicate
by check mark whether the registrant is a shell company, as defined in Rule
12b-2 of the Exchange Act. Yes ¨ No x
Aggregate
market value of the voting stock held by non-affiliates of the registrant at
February 28, 2010: $3,136,173.59
Number of
shares of the registrant’s common stock outstanding at February 28, 2010:
165,072,294, shares
Documents
Incorporated by Reference
None
1
Index
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Part
I
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3
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Item
1.
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Business
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3
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Item
1A.
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Risk
Factors
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11
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Item
1B.
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Unresolved
Staff Comments
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13
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Item
2.
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Description
of Property
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13
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Item
3.
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Legal
Proceedings
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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PART
II
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14
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Item
5.
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Market
for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
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14
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Item
6.
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Selected
Financial Data
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16
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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16
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Item
8.
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Consolidated
Financial Statements and Supplementary Data
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22
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Item
9.
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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47
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Item
9A.
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Controls
and Procedures
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47
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Item
9B.
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Other
Information
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48
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PART
III
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48
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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48
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Item
11.
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Executive
Compensation
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50
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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53
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Item
13.
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Certain
Relationships and Related Transactions And Director
Independence.
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53
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Item
14.
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Principal
Accounting Fees and Services
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53
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PART
IV
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54
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Item
15.
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Exhibits
and Financial Statements Schedules
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54
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Signatures
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54
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EXHIBITS
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56
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23.1
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Auditor
Certification
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56
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31.1
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Certification
pursuant to section 302 of the Sarbanes - Oxley Act of
2002
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58
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31.2
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Certification
pursuant to section 302 of the Sarbanes - Oxley Act of
2002
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59
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32.1
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Certification
of Officer pursuant to section 906 of the Sarbanes - Oxley Act of
2002
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60
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32.2
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Certification
of Officer pursuant to section 906 of the Sarbanes - Oxley Act of
2002
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60
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2
PART
I
Item
1. Business
Historical
Background
Viropro,
Inc. is a Nevada corporation headquartered in Quebec, Canada. Unless
otherwise noted, references in this 10K report to “Viropro, Inc.,” “Viropro,”
“VPR,” "VPRO," the “Company,” “we,” “our” or “us” means Viropro,
Inc. Our principal place of business is located at 1806-300 Avenue
des Sommets, Verdun, Quebec Canada. Our telephone number is (514)
731-8776.
In 1997
and during the nine months ended March 31, 1998, the Company conducted its
business as Food Concepts, Inc. Its primary business activity was retail and
wholesale sales of gourmet and specialty coffees. Food Concepts was a roaster,
packer and seller of roasted coffees and produced over 70 flavoured
coffees.
On March
31, 1998, the Company divested itself of its coffee operations by spinning off
this business operation to Its Coffee Lovers, Inc., a Nevada corporation. On
this same date, the Company acquired Insecta Sales and Research, Inc.
(“Insecta”) Effective with this acquisition the Company changed its name to
Viropro, Inc. Also on this date, the entire management of the Company changed
with the resignations of Herb and Francis Glaubman and the appointment of Donald
Grummer, as President; and Pat Quinlan as Vice President.
From
March 31, 1998 through the fiscal year ended June 30, 2001, Viropro's sole
operational division was Insecta Sales and Research, Inc., which marketed a line
of insecticide products under the brand name Insecta. The change in business
focus manifested through the acquisition of Insecta allowed the Company to
effectively develop and aggressively market high quality, preemptive and
efficacious insect control products which were marketed to consumers, industrial
users and insect control professionals.
The
Company received notification from the EPA (Environmental Protection Agency)
that the active ingredient in the Company’s products would be no longer
available for sale for consumer or professional use effective December 2001. The
Company had until that date to sell its inventory of products containing this
ingredient. The Company sought a replacement product without success. The
Company wrote off its inventory and substantially curtailed its
operations.
In
October of 2002, the Company assigned all of its rights, title and interest of
its wholly-owned subsidiary, Insecta Sales & Research, Inc., to Prime
Time Insects, Inc., a Bahamian Corporation owned by a related
party. In consideration for these assets and the use of the "Insecta"
name and abandoned EPA registration, "Prime Time" assumed in its entirety an
accounts payable of $210,125 of Insecta Sales & Research, Inc.
On
December 18, 2003, the Company entered into a Letter of Intent with Central
Network Communications Inc. of Montreal, Quebec to acquire its subsidiary, CNC
Holdings Inc., for 20,000,000 common shares. A long form Exchange
Agreement was signed on January 21, 2004, and the closing there-under was
subject to various conditions including registering the shares to be issued. On
May 7, 2004, the Company filed its notice dated April 30, 2004 to withdraw the
S-4 Registration Statement. As a result, the Exchange Agreement was
terminated.
In
October 2004, the Company authorized the creation of a wholly owned subsidiary,
Viropro Canada Inc. to act as a Canadian holding company for its future
operating businesses. In turn, this subsidiary set up wholly owned
Canadian subsidiary named Viropro Pharma Inc. andprimarily for business
development focused on the marketing and distribution of products and advanced
technologies in the lucrative field of Life Sciences. Through these subsidiaries
the Company is seeking potential businesses and possible
acquisitions.
3
Following
its creation, Viropro Pharma appointed a scientific committee comprised of
internationally recognized subject matter experts to provide product and
technical guidance as well as support to anticipated technical transfer
initiatives.
In
November 2004, Viropro announced an agreement with Miralus Canada Inc. and
Miralus International Inc. for the global commercialization of the “FREEdHEM”
line of specialized medical products for the treatment of hemorrhoids with
exclusive marketing rights for Japan, Central America and South America and
non-exclusive rights for most of the countries elsewhere in the world including
Canada. FREEdHEM is already available in the United States through retail
outlets of large pharmaceutical and food distributors. Miralus was to be paid a
commission of 10% of any gross sales that it initiated. As at the year
ending November 30, 2005, the agreement and all contacts with Miralus was
terminated.
Also in
November 2004, the Company entered into an agreement with the Tokyo-based firm
Immuno Japan Inc. for the rights to marketing and production of therapeutic
proteins in international markets. As compensation for the rights of these
products, the Company issued 500,000 shares of common stock in February 2005 and
was obligated to issue an additional 500,000 shares of common stock upon the
initial sale of the licensed products, which has not as yet occurred and pay a
royalty of 15% of net revenue from sales of the licensed products. The Company
issued 500,000 shares of common stock in August 2009 when they cancelled the
agreement. There is no further commitment outstanding by the
Company.
On
February 2, 2005, Viropro announced that it had signed a scientific research
agreement with the INRS-Institut Armand-Frappier research centre for the
development and continuous improvement of detection tests related to the B19
virus (parvovirus).
Importantly,
this research project actively involves two world-recognized scientists, Dr. Max
Arella and Dr. Peter Tijssen, both members of l’Institut National de Recherche
Scientifique (INRS). These two professors/researchers bring highly-specialized
know-how and the scientific expertise necessary to lead the project through
development, validation and clinical trials with the objective of vastly
improving the detection of the B19 virus and, by extension, other viral diseases
in humans.
Parvovirus,
or fifth disease, is an infectious illness, caused by the virus B19. Known
generally as a childhood disease, the virus causes an eruptive infection and is
contagious through the airways. It can also affect adults who have a
compromised immune system, in certain cases evolving to polyarthropathy
syndrome, spontaneous abortion, fetalis hydrops and chronical anemia. This
research project was ongoing in 2006 and is still underway.
The
continuous development of this type of detection technology will greatly help
Viropro in developing new markets and identifying new business partners in Third
World countries where this virus is broadly disseminated across large
populations. The INRS-Institut Armand-Frappier research centre is renowned, both
locally and internationally, for its biomedical expertise and represents a vital
crossroad for health-related research in Quebec. Members of the Centre's team
have exceptional, even unique, analytical capabilities in the fields of
chemistry, microbiology and immunology, genomics and proteomics as well as
molecular and cellular biology. The Institute, which has approximately fifty
faculty members, plays a vital role in research, training and technology
transfers in the areas of human, animal and environmental health.
In March
2005, Viropro Pharma Inc. announced the addition of a new line of natural
consumer products. This line consists primarily of exclusive natural and
homeopathic health products with many of the ingredients or formulations sourced
in Europe and Brazil. These products could complement Viropro Pharma’s other
biopharmaceutical products and its overall business direction. Development of
this product line has been abandoned in spring of 2006 to focus on the core
business of the Company which is the technology transfer for industrial
production of affordable biological therapeutic products whose licenses have
expired.
4
In April
2005, Viropro Pharma Inc. announced the creation of a strategic joint-venture
with ProteoCell Biotechnologies Inc., a Montreal-based company specializing in
the scale-up of production processes of recombinant proteins. The joint-venture
was named Viropro-ProteoCell. This JV was to combine the strategic forces in the
areas of technical and scientific expertise with a revenue-driven business
model. Viropro-ProteoCell was to be the source of turn-key biopharmaceutical
projects to second and third world markets that were to provide local
manufacturing capabilities with recombinant biotherapeutics. Viropro Pharma
wished to partner with ProteoCell Biotechnologies to implement its pro-active
business model based on vertical integration. Although Viropro Pharma completed
its initial payment of CDN $50,000 and was obligated for six (6) monthly
payments of $50,000, to be paid semi-monthly, default of delivery on the part of
ProtoCell resulted in the termination of this joint venture.
In
September 2005, Mr. Richard Lee, President and Chairman of the Board of
Directors announced the appointment of Dr. Jean-Marie Dupuy, who had been acting
as a consultant to the Company as CEO of both the Company and its wholly owned
subsidiary, Viropro Canada Inc. Dr. Dupuy retains the title of President
and CEO of Viropro Pharma Inc. and Viropro International Inc. Dr. Dupuy also
accepted the nomination to the Board of Directors on November 19, 2005.
Dr. Dupuy resigned as Director and Officer of Viropro Canada Inc. and
Viropro Pharma Inc. in January 2007.
In
January 2006, the Company incorporated a new subsidiary Viropro, International
Inc., under the Canada Corporations Act. The function of this entity is to
handle all international sales and marketing.
During
February 2006, the shareholders voted to increase the authorized capital to
45,000,000 common shares and during October 2006 the shareholders further voted
to increase the authorized capital to 100,000,000 common shares.
Effective
March 1, 2006, the Company commenced an offering of convertible debentures.
The offering consisted of a minimum of 700 and a maximum of 1,300
debentures at a price of $1,000 per debenture. The debentures were convertible
into common shares at $0.20 per share through March 1, 2009, and bear interest
at 6% per annum. In conjunction with the sale of each $1,000 debenture,
the Company issued 5,000 warrants to purchase common shares at $0.25 per share
that expired on March 1, 2009. Through November 30, 2006, an aggregate of
$713,429 had been received in cash. The offering was to expire 105 days
from its commencement unless extended for an additional 120 days by the Company.
If the minimum number of debentures was not sold, the Company would return
the proceeds to the investors. As of June 23, 2006, the entire
subscription of $1,300,000 of convertible debentures had been sold. All
proceeds from the sale of the debentures were received by March 31, 2007, and
none of the convertible debenture remained available.
The
Company had determined the debentures to have a beneficial conversion feature
totalling $420,527. The beneficial conversion feature had been
recorded as a debt discount and was amortized over the life of the
loans. The beneficial conversion feature was valued under the
Black-Scholes option pricing model using the following assumptions: a stock
price between $0.19 and $1.19; estimated life of 3 years; historical volatility
rate ranging between 205% and 251% and debt discount rate of 6.00%. The
investors had 3 years from March 1, 2006 to exercise 6,500,000
warrants. The warrant strike price was to be $0.25 per share of
restricted stock. The Company had determined the warrants to have a
value of $838,587 which had been reflected as a financing cost and was amortized
over the life of the loans. The warrants were valued under the
Black-Scholes option pricing model. As of November 30, 2009, the debt
discount and financing cost was fully amortized.
From
March 1, 2007 to November 30, 2009, investors converted $630,490 in private
debenture financing which included accumulated interest of $74,490 into
3,032,112 common shares. In addition, debentures that totalled
$56,000 were settled with cash. There are currently $30,000 in debentures to
four debenture holders that have not been converted to common stock or repaid in
cash.
On
October 2007, the Company announced an expected US$ 1.5 million
financing. On December 21, 2007, the Company informed its
stockholders that the first tranche of US$ 300,000 related to the US$ 1.5
Million financing was not closed due to unfavorable market
conditions. As of May 31, 2008, the Company raised only $70,000 from
this first tranche of $300,000. The Company had determined the
debentures to have a beneficial conversion feature totalling
$22,165. The beneficial conversion feature had been recorded as a
debt discount and was amortized over the life of the loan. As of
November 30, 2009, the debt discount was fully amortized. The
beneficial conversion feature was valued using the intrinsic value method using
the following assumptions: a stock price of $0.08 and an estimated life of 2
years. This debenture bears an annual interest rate of 6%, the conversion price
is set at $0.06 per share and the maturity date was November 1, 2009. This
debenture for $70,000 remains outstanding as of November 30,
2009.
5
At the
shareholders meeting held in January 2008, Jean-Marie Dupuy announced his
resignation. Mr Beausoleil was then immediately appointed Director and during
the ensuing Board of Directors meeting was named President of Viropro
Inc.
The
Company had that time had no cash on hand, had numerous legal claims against it
and still had several subsidiaries that were inoperative. Mr. Beausoleil
undertook to raise capital, settle all claims and rationalize the Corporate
Structure.
On March
3, 2008, Viropro agreed to issue up to $2,000,000 of convertible debentures. The
time frame for collecting the financing and issuing convertible debentures began
March 3, 2008 and continued through December 15, 2008. As of November
30, 2008, $989,943 of convertible debentures had been issued. The
Company had determined the debentures to have a beneficial conversion feature
totalling $656,007. The beneficial conversion feature was valued
under the Intrinsic value method using the following assumptions: a stock price
between $0.02 and $0.07; and an estimated life of 3 years. This
debenture bears an annual interest rate of 10% to be paid semi-annually, the
conversion price is set at $0.03 per share and the maturity is June
2011. From February 2009 to August 2009, investors converted $959,943
in private debenture financing into 31,999,266 common shares. In
addition, debentures totalizing $30,000 were settled with cash payments. There
is no remaining unamortized beneficial conversion feature remaining on these
debentures, and there remains no unconverted debentures as of November 30,
2009.
At
year end 2008, as Viropro International was the only operational subsidiary of
Viropro Inc., both Viropro Canada Inc. and Viropro Pharma were
merged into Viropro International. The corporate structure was thus
simplified to a Viropro Inc, the listed holding co and Viropro International,
the operational subsidiary.
On
December 30, 2008 Viropro and Biologics Process Development Inc. (“BPD”) of San
Diego, California, signed a Letter of Intent to allow BPD to acquire a
controlling interest in the Company. BPD is a subsidiary of Intas
Biopharmaceuticals Ltd of Ahmedabad, India which had signed a development and
marketing agreement with Viropro in 2007.
At the
shareholders meeting held in April 2009, Shareholders approved by more than 70%
the creation of a controlling shareholders. BPD invested $950,000 in Viropro
Inc. BPD has been issued a total of 62,500,000 shares of common stock, which
represents $750,000 of the investment. The $200,000 that is still owed to BPD as
a result of the investment remains a liability as of November 30,
2009..
Dr Rajiv
Datar was appointed to the Board of Directors as representative of BPD and
Intas.
Current
Business
Viropro,
Inc. conducts operations through its subsidiary, Viropro International Inc., and
specializes in the transfer of its technologies for industrial production of
biogeneric therapeutic proteins for the treatment of various diseases including
cancer, diabetes, hepatitis or multiple sclerosis. The company’s
principal objective is to provide manufacturing process technology transfers to
biotech and pharmaceutical companies in global markets with unmet medical
needs.
Viropro
enjoys close working relations with some of the leading biotech research
institutes in North America, one of which, for example, is the Biotech Research
Institute (BRI) in Montreal, Canada, a constituent of the National Research
Council of Canada. Viropro has licensed from BRI a high-efficiency
expression system platform for antibody production.
6
BPD, Inc.
is a wholly owned subsidiary of Intas Biopharmaceuticals Ltd. (IBPL), of
India. IBPL is one of India’s leading biotechnology companies, with a
“Products” business and a “Contract Services” business. It is the
only biotech company in India that has an EMEA-approved cGMP biologics facility
and has brought four biopharmaceuticals to the market in as many
years.
Protein
analytics and the bio/pharma industry go hand in hand. It is safe to
say that without protein analytical technology, there would be no biotech
industry today! It is also safe to say that the better the science
and the skill-set available to perform leading-edge protein analysis, the better
the chance that a new drug, or a biogeneric, can be qualified in unequivocal
terms for approval by regulatory authorities such as the Food and Drug
Administration, for clinical trials and for subsequent marketing of the drug
product.
The
merged North American Companies VPR and BPD strategic plan aims to develop into
a premier Biotechnology Contract Research and Manufacturing Services (CRAM)
company, within a five year timeframe. The intention is to have the
merged companies VPR/BPD field key services using modern biotechnology
principles in the area of biologics process development and cGMP based biologics
contract manufacturing.
VPR/BPD
believes that the fundamentals of the biotech industry, from a US perspective,
continue to be strong (in spite of the recent financial bottleneck) for the
following reasons:
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·
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The
biotech industry has had more than twenty-five years of building the
necessary infrastructure for sustained
growth.
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·
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Over
$692M flowed into early-stage biopharma, diagnostic and device companies
in May and over $2.5B thus far in
2009.
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·
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Pricing
power in deals with pharmaceutical partners has steadily
improved. In the earlier days, biotech companies were happy to
settle for low double-digit royalty from a pharmaceutical company to
obtain sufficient funding for a drug’s development. Currently,
it is common for biotech companies and their pharmaceutical partners to
enter into 50:50 profit sharing arrangements, representing at least a
3-fold increase in the industry’s pricing
power.
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·
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This
is a noncyclical industry that should be mostly sheltered from economic
downturns.
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·
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Biotech
has produced real results, with an increasing number of products coming to
market. Based upon the number of biotech drugs currently in the
US FDAs approval pipeline, it can be said that the biotech industry has
reached critical mass-it is no longer an industry based upon hopes and
dreams.
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·
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By
2014, seven of the top ten drugs are going to be
biopharmaceuticals. (In-PharmaTechnologist.com, June 18,
2009).
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VPR/BPD’s
analysis of the US biotech market is summarized below from the perspective of
opportunities for Indo-US Biotech companies. The availability of
highly skilled, but low-cost scientific manpower in India-a situation not too
different from the niche carved out by Indian software companies-provides the
following avenues:
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·
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The
increasing trend towards Contract R&D by bio/pharmaceutical companies
due to the ever-expanding cost of bringing bio/pharmaceuticals to the
market.
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·
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A
noticeable trend towards Contract Manufacturing (in US FDA approved GMP
facilities).
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·
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The
production of off-patent Biopharmaceuticals (a.k.a. Biosimilars /
Biogenerics / Follow-on biologics-FOBs
).
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7
The
worldwide biopharmaceutical market was estimated at over US$ 50 billion in 2004
(Biopharma). Biopharmaceuticals are a growing field, the rate of new products
being approved has increased steadily, more than doubling from the 1990s through
to 2005 (Bioplan 2006 and Nature 2004). A series of key blockbuster products
developed in the 1980s and 1990s and selling of over US$ 30 billion are
predicted to remain the dominant revenue generators over the coming years
(Nature Biotech., 2004). All of Viropro’s targeted biogenerics are among these
blockbuster biopharmaceuticals.
Viropro’s
management structure is very lean. In fact, the Company is managed by two
executives; research and development is subcontracted, since April 2008, to
Innium Technology with Viropro holding the exclusive rights on the research.
Innium Technology, an independent and private company bears the
infrastructure and personnel costs leaving Viropro with minimal fixed costs,
liabilities and long term commitment.
Contractual
work is also very low risk and will allow Viropro to generate constant revenues
and cash flow for its development projects.
Technology
and strategic alliances
Viropro
now holds a versatile technology platform with an exclusive license portfolio.
This is a result of strong partnerships with the Biotechnology Institute
in Montreal through an agreement that includes the use of a proprietary promoter
that significantly enhances the yield of recombinant proteins.
Viropro's
platform technology allows it to develop manufacturing processes for blockbuster
biotech products which are already off patent or for which patent expiry is
imminent. The platform also allows the Company to undertake contractual
development for biotechnology and biopharmaceutical manufacturing companies, and
develop or co-develop new products with partnering companies.
Our
strength is in our technological platform, i.e. the intellectual property and
know-how and rights that allows us to quickly develop high quality
biopharmaceutical manufacturing processes at low cost. Our technological
platform will allow us to develop more efficient manufacturing processes than
those of our competitors who most often use technologies dating to the 1980s and
90s. Additionally, Viropro’s leadership team has a strong international
network of contacts, which enables Viropro to acquire and out-license
technologies and furthers the development goals of the Company.
In order
to strengthen and expand Viropro's manufacturing and development capabilities, a
partnership agreement was signed with the National Research Council of Canada’s
Biotechnology Research Institute in Montreal (BRI) for scale-up of process
development. This agreement allows the Company to benefit from BRI's proven
expertise in recombinant protein process development and scale-up. With this
agreement, the Company has an advantageous R&D leverage that minimizes its
R&D expenditure and allows for a greater focus on development of novel
products such as monoclonal antibodies. Viropro’s collaboration with the BRI is
a productive one, and the company enjoys the advantages of the BRI’s
infrastructure and expertise, its highly specialized equipment for applied
biotech, and a local network of skilled scientists and technicians to complement
Viropro’s own. On October 26, 2006, Viropro signed a second agreement with
the National Research Council- Biotechnology Research Institute (NRC-BRI) for
the use of powerful inducible expression systems developed and patented by the
NRC-BRI. Viropro is also planning to sign new licenses with NRC-BRI in the
near future for the production of other therapeutic human proteins including
cytokines and monoclonal antibodies.
8
An
agreement (MOU) was signed on April 26, 2007 with Intas Biopharmaceuticals Ltd.
(IBPL) for the production of an undisclosed high value therapeutic product.
IBPL was to pay Viropro a licensing fee for the development and
technological transfer of the manufacturing process and Viropro would receive
royalties based on net sales. On September 21, 2007, the Final
Collaborative Research, Development and Licence Agreement related to the above
mentioned INTAS MoU was signed. It is a 10 year agreement along with a
consultancy contract with IBPL which will provide Viropro with product
development and licensing revenues of U.S.$2.14 Million over the next 2 years.
In
December 2008, IBPL transferred this agreement to Biologics Process Development,
Inc of San Diego, California, its newly acquired subsidiary, which in turn is
purchasing a majority stake in Viropro by a $1.00 million private placement.
This ensures adequate financing to Viropro for the development of the targeted
biopharmaceutical drug.
Industry
The
pharmaceutical industry was evaluated at approximately US$ 600 billion in
2006 (Emerging Markets in
Asia, Latin America and Eastern Europe Gain Strength, IMS Health, 2006).
Of this, biopharmaceutical products make up approximately 10%, or about
US$ 60 billion. The biopharmaceutical sector is the fastest growing
segment and is commonly said to be the future of the pharmaceutical industry.
Revenues of the world’s publicly-traded biotech companies grew 18 percent
in 2005, reaching an all-time high. The U.S. and European biotechnology
sectors showed 16% and 17% growth respectively, with the former posting its
third consecutive year of strong product approvals and solid financial results
(Beyond Borders: The Global Biotechnology Report, Ernst & Young,
2006).
Products,
goals and objectives
Therapeutic
protein products are the primary reason for the boom in
biotech. Monoclonal antibodies (a specific class of therapeutic
proteins) posted sales of US$ 14.5 billion in 2005, and it is estimated that in
2008 they accounted for 32% of all biotech revenue (The Future of Monoclonal
Antibody Therapeutics, Business Insights, 2006). With a considerable
portion of the therapeutic protein sector having recently lost patent
protection, or being set to lose it by 2010, there is a major opportunity in the
technology transfer of therapeutic proteins throughout the world.
Viropro’s
goals and objectives are as follows:
|
|
·
|
To
develop and out-license manufacturing processes for biogenerics already in
the public domain as soon as patent protection expires for various
biopharmaceuticals;
|
|
|
·
|
To
develop new biopharmaceutical products with various partners (conditional
to total development cost
coverage);
|
|
|
·
|
Short
term goals are to obtain recurring
revenue;
|
|
|
·
|
Growing
to 15 product-contracts within 5
years;
|
Viropro
is focused on the development and transfer of “in licensing” leading
technological processes for the manufacturing of high quality
bio-pharmaceuticals. The business strategy being developed since 2005 is to
target emerging, un-served markets with high potential development by
transferring technologies and know-how to pharmaceutical partners in various
local markets worldwide. The main markets that Viropro has focused on are South
America, Northern Africa, and Asia (mainly India).
9
Administrative
overhead
The
Company plans to maintain low administrative and overhead costs that will ensure
the funds are available for the development activities and accordingly create
the maximum value for its shareholders. Research and Development work will be
subcontracted to BRI, to university laboratories for experimental studies or to
specialized companies for GMP manufacturing, toxicology and clinical studies.
Selecting the optimal research and development work structure between Viropro,
Intas and BPD will minimize capital expenditures, generate results quickly and
assure a high degree of confidence in results.
Development
All the
research and development procedures, from the build-up of biological systems to
the industrial production on a large-scale are done in close collaboration with
key partners with whom Viropro has established strategic alliances:
An
alliance was formed with the Biotechnology Research Institute of the National
Research Council Canada (NRC-BRI located in Montreal, Canada). This alliance
gives Viropro access to expertise as well as state-of-the-art equipment and
facilities for bio-process innovation and purification process development as
well as the scalability of bioprocesses under industrial scale
conditions.
Intas
Biopharmaceuticals Ltd of Ahbedamad (“IBLA”), India, also signed a partnership
agreement in October 2007 for the development and production of an undisclosed
therapeutic protein. The signature of the development contract along with
a consultancy agreement contract signed in parallel was to provide Viropro with
product development and licensing revenues of US$ 2.1 Million over the next 2
years. Since then, IBPL has transferred this agreement to Biologics Process
Development of San Diego, California, its newly acquired subsidiary, which in
turn is purchasing a majority stake in Viropro through a $1.18 million private
placement. This ensures adequate financing to Viropro for the development of the
targeted biopharmaceutical drug.
Other
negotiations are ongoing with North American companies specialized in providing
clients and partners with industrially adapted biological material as well as
offering high level services for the optimization of specific steps in the
development of bioprocesses.
Viropro
believes that market share for locally implemented companies will grow
considerably. Viropro has determined a list of products capable of generating
short to medium-term profits. These products are well proven in developed
markets but are not yet manufactured at large scale in the emerging markets,
where there is an important and growing demand.
Competition.
Viropro’s
management team has chosen to actively intervene in the biotechnology emergent
sector by entering into the market not serviced by the large multinational
pharmaceutical companies. The Company searches for partners in countries where
it has identified a market potential. This gives the Company the opportunity to
assure an active presence in the target countries and to have a thorough
knowledge of these markets, namely customers, suppliers, investors and
regulatory government agencies.
Viropro’s
international business strategy targets the niche market in Latin American,
African and Asian countries offering local companies solutions such as
technology transfers. These integrated solutions range from R&D to
development procedures, through manufacturing and certification to enable
manufacturing of several recombinant proteins.
10
Employees
The
Company has no employees. Management consists of 2 consultants.
Recent
Events
The
Company has set forth a new business model that has been described in the
previous pages. To implement the model, Company has retained the services of IAS
Equities Inc. of NY as investment banker. Meetings are being held to raise
adequate financing allowing acquisition of already targeted business
opportunities.
To this
end, the Company has also undertaken to reorganize and acquire from Intas its
subsidiary Biologics Process Development Inc. Intas will then become direct
shareholder of Viropro Inc. and Viropro will become the public holding co of
operational subsidiaries.
Item
1A. Risk Factors
An
investment in Viropro, Inc. common shares involves a high degree of risk
including, but not necessarily limited to, the risks described below.
1. New Business. The
Company began undertaking a new business direction last year and faces all the
risks, uncertainties, and problems associated with every start-up enterprise,
including but not limited to, finding the necessary funding, skilled personnel,
and developing its infrastructure.
2. Competition. The Company
faces intense competition from other private, public, state-owned and foreign
enterprises already well established in this field and with far more resources,
experience and capabilities. In the event that competition between the
Company and these enterprises intensifies, the Company’s profitability and
prospects may be significantly affected.
3. Costly Business. The
development and ultimate marketing of new drugs is an expensive and often
time-consuming undertaking. The Company faces substantial risks in under
estimating the costs and efforts associated with bringing to market new and
untried drugs. Should the Company fail to obtain sufficient financing, the
development of the Company as well as the achievement of its objectives may be
hindered.
4. Technology. The Company
is principally engaged in the rapidly growing and developing field of Life
Sciences and Biotechnology. New and improved drugs are constantly being
discovered and developed. There is no guarantee that the Company will be able to
keep abreast of the latest development and stay ahead of its competition. In the
event that the Company fails to do so, its competitiveness and profitability may
be adversely affected.
5. Risks Relating to the Foreign
Countries. The Company intends initially to focus its activities on
marketing and technology transfers to developing and third world countries where
it faces business climates that are unpredictable and often hostile. “Rule of
Law”, foreign ownership, patent regulation, business and tax laws, and medical
regulation can vary substantially and change quickly, adversely affecting
projects and enterprises planned in these countries.
6. Currency Risks. Further,
by having the major portion of its business in foreign countries, the Company
faces all the inherent risks of Foreign Exchange, and convert-ability with
regards to the U.S. dollar. This may also cause the Company to face a more
complicated procedure in foreign exchange payment to foreign creditors under the
current account items and thus will affect the restrictions on borrowing of
international commercial loans, creation of foreign security and borrowing of
foreign loans under guarantees in foreign currencies. Potential investors should
note that any fluctuations in the exchange rate of RMB could have an adverse
effect on the operational and financial conditions of the Company.
11
7. Dependence on Key Personnel.
The success of the Company depends in large part upon the continued
successful performance of its current officers and directors for the continued
research, development, marketing and operation of the Company. Although
the Company has employed, and will employ in the future, additional qualified
employees as well as retaining consultants having significant experience, if
current management and key personnel fail to perform any of their duties for any
reason whatsoever, the ability for the Company to market, operate and support
its systems will be adversely affected. While the Company is located in
areas where the available pool of people is substantial, there is significant
competition for qualified personnel.
8. Regulatory Risks. The
products the Company intends to sell are heavily regulated and there cannot be
any assurances that problems will not arise with regards to the safety and
deemed viability of any of its bio-technical products.
9. Market Acceptance. As
with any new product offered to the marketplace, there can not be any assurance
that although products have been shown to be viable in a laboratory setting,
they will function as well on a mass-produced scale or that they will be
accepted by the consuming public. This may result in the loss of a substantial
portion of the Company’s product line.
10. Legal Liability Risks.
All new drugs carry an inherent health risk that may surface only after
substantial usage, resulting in potentially ruinous legal action against the
Company. Although the Company will endeavor to mitigate these risks through
thorough testing and by the purchase of liability insurance, no assurances can
be given to eliminate these entirely.
11. No Review of Offering
Materials. The recent offer and sale of the Company’s shares
and convertible debentures have not been registered under the Act, in reliance
on exemptions from registration. As a result, the Agreement has not been
reviewed by the Securities and Exchange Commission nor by any state or
provincial securities commission and prospective investors do not benefit from
any additional disclosure or requirements which might have been imposed by any
of such Commissions.
12. Non-liquidity of the
Debentures. While the common shares of the Company are currently
quoted on the NASD OTC Bulletin Board market, the aforementioned debentures
currently have no market for their re-sale, and no market for them is
anticipated by the Company.
13. Non-liquidity of the Underlying
Shares. While the underlying common shares of the Company are
currently quoted on the NASD OTC Bulletin Board market, the underlying shares of
the Units are subject to re-sale restrictions and thus are not liquid and no
assurance can be given that the market in the underlying shares will be
maintained and be available to the investor at such time that the underlying
shares become freely trade-able.
14. Penny Stock Regulation with Respect
to the Underlying Shares. Broker-dealer practices in connection
with transactions in "penny stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stocks generally
are equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In
addition, broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally, those persons with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse), must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity in
the secondary market for a security that becomes subject to the penny stock
rules. The underlying shares are subject to the penny stock rules and
investors in this Offering, upon conversion of the Units, may find it more
difficult to sell their securities.
12
Item
1B. Unresolved Staff Comments
In March
2009, the Company filed its annual financial statements on a 10-K form where, in
Item 8, it indicated that internal control over financial reporting could not be
properly implemented as management consisted of only two
individuals. The S.E.C. sent a comment letter where it requested that
the disclosure made to this effect be compliant with item 308T(a) of Regulation
S-K.
In
January, after reviewing its financial reporting procedures, the Company filed
another amended 10-K which disclosed that due to the intervention of a third
party hired by management to produce internal financial statements, effective
internal control over financial reporting were indeed effective and disclosure
to this effect was amended in the January 10,2010 filing. However, 10-K/A filed
at that time carried a few formatting issues that was corrected in February 2010
by a 10-K/A. Item still unresolved at time of present pertains to exhibit filed
as management certification where designation and title of management are
different in the exhibits from the designation and titles in the main
text.
In
January 2010, the Company filed a form 8-K to disclose it had changed
auditors. The S.E.C. has commented this filing as a letter of consent
from previous auditor Michael Minyard &Co was not addressing directly the
filed 8-K.
Item
2. Description of Property
The Head
Office of the Company is located at 1806-300 Avenue des Sommets, Verdun, QC. H3E
2B7 where it rents its office space at a cost of $1,000 per month.
Item
3. Legal Proceedings
The
Company is being sued by one holder of a convertible debenture that came to
maturity in March 2009. The Company claims this debenture is not binding and
declined to pay the outstanding balance of $30,000 presumably owed to 4
individuals. Proceedings have been suspended by the Court to allow for
clarification of request and no further action has been taken.
The
Company is being sued by a supplier who claims 37,991.95 CND for unpaid services
rendered. Company argues that stay of executions have been exceeded and declines
payment.
Item
4. Submission of Matters to a Vote of Security Holders
None.
13
PART
II
Item
5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
The
Company's Common Stock trades on the NASDAQ’s OTC Bulletin Board under the
symbol "VPRO". Prior to November 26, 2003, the stock traded under the symbol
“VROP.”
The
following table sets forth the range of high and low closing prices for the
Company's common stock as quoted by the OTC:BB. These quotations set forth below
represent prices between dealers in securities and do not reflect retail
markups, markdowns, or commissions and do not necessarily represent actual
transactions.
|
QUARTER
ENDING
|
HIGH
|
LOW
|
|
February
28, 2008
|
$0.05
|
$0.05
|
|
May
31, 2008
|
$0.04
|
$0.04
|
|
August
31, 2008
|
$0.02
|
$0.02
|
|
November
30, 2008
|
$0.01
|
$0.00
|
|
February
28, 200
|
$0.001
|
$0.02
|
|
May
31, 2009
|
$0.003
|
$0.025
|
|
August
31, 2009
|
$0.003
|
$0.02
|
|
November
30, 2009
|
$0.002
|
$0.04
|
As of
November 30, 2009, there were 543 shareholders of record. Holders of common
stock are entitled to dividends when, as, and if declared by the Board of
Directors out of funds legally available therefore. The Company has not paid any
cash dividends on its common stock and, for the immediate future, intends to
retain earnings, if any, to finance development and expansion of its business.
Future dividends policy is subject to the discretion of the Board of
Directors.
During
the period from December 2007 to November 2008, the Company did not issue any
Shares as per Regulation S, cancelled 7,727,750 restricted shares and reissued
4,975,000 free trading shares as a result of claim settlements. 150,000 shares
were issued from the conversion of debentures.
In
February 2009, the Company bought back the outstanding balance of convertible
debenture issued to First Royalties against issuance of 14,332,600 free trading
shares.
During
February 2009, the Company issued 20,000,000 common shares to Biologics Process
Development pursuant to the exemption contained in Regulation S for cash
aggregating $200,000.
During
February 2009, 17,173,300 shares were issued for conversion of debentures and
payment of interest on the debenture, valued at $801,151 or $0.03 per
share.
14
During
February 2009, 16,500 shares were issued for payment of interest on the
debenture, valued at $3,300 or $0.20 per share.
During
February 2009, 4,200,000 shares were issued for services performed which were
valued at their fair market value totalling $42,000.
Also
during February 2009, the Company received 966,667 shares that had been granted
to one consultant for work that prior management considered had never been
performed. The shares were valued at $248,333 and recorded as consulting expense
in a prior year. The consultant agreed to return the shares and they were
cancelled resulting in a gain in the current period of $248,333.
In
February 2009, the Company bought convertible debentures issued to Securecap
against issuance of 13,661,600 free trading shares. Outstanding balance of
debenture stands, as of Nov 30, 2009 at $30,000.
In April
2009, the Company issued 500,000 free trading shares to Citivac for services
rendered.
In June
2009, the Company issued 2,000,000 free trading shares to Financial Pacific to
settle a claim.
In June
2009, the Company issued 8,333,333 restricted shares to Biologics Process
Development as conversion of the debenture it had bought from First
Royalties.
In July
2009, the Company issued 1,225,000 restricted shares to 9188-5400 Quebec Inc as
interest payment on the First Royalties convertible debentures.
In July
2009, the Company issued 9,000,000 shares to Intas Biopharma to convert its
180,000$ milestone payment made in September 2007 as equity
investment.
In July
2009, the Company issued 37,500,000 restricted shares to Biologics Process
Development for cash investments totalling 250,000 $.
In August
2009, the Company issued 500,000 free trading shares to Immuno Japan as
settlement to cancel agreement entered into in 2004.
In August
2009, the Company issued 8,333,333 restricted shares to Biologics Process
Development as conversion of the debenture it had bought from First
Royalties
In
September 2009, the Company issued 1,250,000 free trading share to Financial
Pacific to settle a claim against the Company.
In
September 2009, the Company issued 400,000 free trading shares to 6143865 Canada
Inc. to settle payment of a debt that had matured in March 2009.
In
November 2009, the Company issued 500,000 restricted shares to Richard Arcand as
payment for services rendered.
15
Item
6. Selected Financial Data
The
following selected financial data for the years ending November 30, 2009 and
2008 is derived from the Company's audited financial statements included
elsewhere herein. The following data should be read in conjunction with the
financial statements of the Company.
|
Statement of
Operations Data:
|
||||||||
|
For the Year Ending November
30,
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues
|
-0- | -0- | ||||||
|
Total
Operating Expenses
|
$ | 879,513 | $ | 852,797 | ||||
|
Income
Taxes
|
-0- | -0- | ||||||
|
Net
loss
|
$ | (1,464,926 | ) | $ | (1,734,615 | ) | ||
|
Loss
Per Share
|
$ | (0.01 | ) | $ | (0.05 | ) | ||
|
Balance Sheet
Data:
|
As at November 30, 2009
|
|||
|
Working
Capital
|
$ | ( 370,781 | ) | |
|
Total
Assets
|
$ | 61,857 | ||
|
Total
Liabilities
|
$ | 430,419 | ||
|
Stockholders'
Deficit
|
$ | ( 368,562 | ) | |
Working
capital is calculated based upon the difference between total current assets and
total current liabilities as of November 30, 2009.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
THE
FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
VIROPRO, INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, VIROPRO INC’S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET
CONDITIONS.
Critical Accounting
Policies
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its
subsidiary. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use
of Estimates
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. On an on-going basis, the Company
evaluates its estimates, including, but not limited to, those related to
investment tax credits, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.
16
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
Comprehensive
Income
The
Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No.
130). ASC 220-10 requires the reporting of comprehensive income in addition to
net income from operations.
Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of information that historically has not been recognized in the
calculation of net income.
Fair
Value of Financial Instruments
The
carrying amounts reported in the consolidated balance sheets for cash and cash
equivalents, accounts receivable and accounts payable approximate fair value
because of the immediate or short-term maturity of these financial
instruments. For the loans payable, the carrying amount reported is
based upon the incremental borrowing rates otherwise available to the Company
for similar borrowings.
Currency
Translation
For
subsidiaries outside the United States that prepare financial statements in
currencies other than the U.S. dollar, the Company translates income and expense
amounts at average exchange rates for the year, translates assets and
liabilities at year-end exchange rates and equity at historical rates. The
Company’s functional currency is the Canadian dollar, while the Company reports
its currency in the US dollar. The Company records these translation adjustments
as accumulated other comprehensive income (loss). Gains and losses from foreign
currency transactions are included in other income (expense) in the results of
operations.
Revenue
Recognition
In
general, the Company records revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectability is reasonably
assured. The following policies reflect specific criteria for the various
revenue streams of the Company.
|
|
·
|
Revenue
is recognized at the time the product is
delivered.
|
|
|
·
|
Provision
for sales returns will be estimated based on the Company’s historical
return experience.
|
|
|
·
|
Revenue
is presented net of returns.
|
Accounts
Receivable
The
Company conducts business and extends credit based on an evaluation of the
customers’ financial condition, generally without requiring
collateral.
17
Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances.
Accounts
receivable are generally due within 30 days and collateral is not required.
Unbilled accounts receivable represents amounts due from customers for which
billing statements have not been generated and sent to the
customers.
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse. Valuation allowances are established, when necessary, to
reduce deferred tax assets to amounts that are expected to be
realized.
Fixed
Assets and Long Lived Assets
Fixed
assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; office and
computer equipment – 5 years.
When
assets are retired or otherwise disposed of, the costs and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period. The cost of maintenance and
repairs is charged to income as incurred; significant renewals and betterments
are capitalized. Deduction is made for retirements resulting from
renewals or betterments.
Long-lived
assets and fixed assets, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets might not be
recoverable. The Company does perform a periodic assessment of assets for
impairment in the absence of such information or indicators. Conditions that
would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of an asset or group of assets is not
recoverable. For long-lived assets to be held and used, the Company recognizes
an impairment loss only if its carrying amount is not recoverable through its
undiscounted cash flows and measures the impairment loss based on the difference
between the carrying amount and estimated fair value.
Loss
Per Share of Common Stock
Basic net
loss per common share is computed using the weighted average number of common
shares outstanding. Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants. Common stock
equivalents were not included in the computation of diluted earnings per share
when the Company reported a loss because to do so would be antidilutive for
periods presented.
Stock-Based
Compensation
The
Company measures compensation expense for its non-employee stock-based
compensation under ASC 505-50, “Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services”. The fair value of the option
issued is used to measure the transaction, as this is more reliable than the
fair value of the services received. The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in capital.
Segment
Information
The
Company follows the provisions of ASC 280-10, “Disclosures about Segments of an
Enterprise and Related Information”. This standard requires that
companies disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. As of November
30, 2009 and for the years ended November 30, 2009 and 2008, the Company
operates in only one segment and in only one geographical
location.
18
Uncertainty
in Income Taxes
The
Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC
740-10”). This interpretation requires recognition and measurement of uncertain
income tax positions using a “more-likely-than-not” approach. ASC 740-10 is
effective for fiscal years beginning after December 15, 2006. Management has
adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual
basis, and has determined that as of November 30, 2009, no additional accrual
for income taxes other than the federal and state provisions and related
interest and estimated penalty accruals is not considered
necessary.
Fair
Value Measurements
In
September 2006, ASC issued 820, Fair Value Measurements. ASC
820 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of ASC 820 is not expected to have a material impact on
the financial statements.
In
February 2007, ASC issued 825-10, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of ASC 320-10,
(“ASC 825-10”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. ASC 825-10 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.
Recent
Accounting Pronouncements
Effective
April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC
855”). ASC 855 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date – that is, whether that date represents the date the financial statements
were issued or were available to be issued. This disclosure should alert all
users of financial statements that an entity has not evaluated subsequent events
after that date in the set of financial statements being presented. Adoption of
ASC 855 did not have a material impact on the Company’s results of operations or
financial condition. The Company has evaluated subsequent events through March
15, 2010, the date the financial statements were issued.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted market price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using certain
techniques. ASU 2009-05 also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of a liability. ASU 2009-05 also clarifies that both a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not
have a material impact on the Company’s results of operations or financial
condition.
19
In
January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and
Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements
(“ASU 2010-06”). These standards require new disclosures on the amount
and reason for transfers in and out of Level 1 and 2 fair value measurements.
The standards also require new disclosures of activities, including purchases,
sales, issuances, and settlements within the Level 3 fair value measurements.
The standard also clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. These new
disclosures are effective beginning with the first interim filing in 2010. The
disclosures about the rollforward of information in Level 3 are required for the
Company with its first interim filing in 2011. The Company does not believe this
standard will impact their financial statements.
Other
ASU’s that have been issued or proposed by the FASB ASC that do not require
adoption until a future date and are not expected to have a material impact on
the financial statements upon adoption.
Results of
Operations
Revenues
and Cash Position
During
the year ended November 30, 2009 and 2008, the Company had no
revenue. As of November 30, 2009, the cash position was $54,775
compared to $2,726 as of November 30, 2008.
The cash
balance as at the year end is inadequate for the Company’s planned business
activities, however, subsequent to the year-end several discussions pertaining
to increased revenues or private investments were underway.
Operating
Expenses and Net Loss
Our
average monthly (recurring) expenses during the year ended November 30, 2009
approximated US$75,000, and included rent, management salaries, office overhead,
professional fees, travel, business entertainment, equipment, and insurance.
Sums paid to the officers and directors as compensation expenses for the year
ended November 30, 2009 amounted to $137,650 compared to $149,827 paid for the
year ended November 30, 2008.
All our
cash expenditures in 2009 were for sub contracting of drug development, office
overhead, travel, fund raising activities, legal and accounting and auditing.
During
the year ended November 30, 2009, the Company incurred an operating loss
$879,513 compared to $852,797 for the year ended November 30, 2008. Loss per
share was $0.01 for the year ended November 30, 2009 as compared to $0.05 for
the year ended November 30, 2008.
The
Company’s principal executive offices were located in Montreal Quebec Canada
where it occupied approximately 2400 square feet of office space on a 5-year
lease, with a monthly rental cost of CDN$2,000 (approximately US$1,720). This
Lease has expired in 2008 and was not renewed. Management has moved the
executive offices in to a much smaller yet convenient facility in November 2008
and rental costs are now CDN $1,000 (approximately US$940). Renewal is on a
monthly basis.
Balance
Sheet
Working
capital
Working
capital at year end was ($368,562) and made up for the most part of the common
stock to be issued to BPD as per the December 31, 2008 Letter of Interest. These
shares were to be issued during the last quarter of 2009 but as it was decided
that all shares be issued back to Intas and those issued to BPD be cancelled,
further issuances have been postponed until transaction to acquire BPD is
cleared.
20
Working
capital net of common stock payable on a year to year basis was $168,562 in 2009
compared to $887,119 in
2008.
Accounts
payable and accrued expenses
Accounts
payable and accrued expenses declined on a year to year basis from
$324,548 in 2008 to $130,419 in 2009. Management is
cutting costs and reducing all expenses on a continued basis since March 2008
and is also processing promptly all payments to benefit as much as possible of
discounts for early payments.
Cash
Flows
Net
Cash from Financing Activities
Net
cash from financing activities generated $790,000 over the fiscal year. This is
the amount Biologics Process Development Inc. has invested in the Company minus
the repurchasing of a convertible debenture and the shares that remain to be
issued. Issuance of these shares was postponed until agreement with
Intas and BPD was reached.
21
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors and Stockholders
Viropro,
Inc. and Subsidiary
We have
audited the accompanying consolidated balance sheet of Viropro, Inc. and
Subsidiary (the “Company”) as of November 30, 2009 and the related consolidated
statements of operations, changes in stockholders’ equity (deficit), and cash
flows for the year ended November 30, 2009 and from July 1, 2003 (inception)
through November 30, 2009 for the statements of operations, changes in
stockholders’ equity (deficit) and cash flows.. These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. The Company is not required to have, nor were we
engaged to perform an audit of the Company’s internal control over financial
reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Viropro, Inc. and Subsidiary
as of November 30, 2009, and the results of its consolidated statements of
operations, changes in stockholders’ equity (deficit), and cash flows for the
year ended November 30, 2009 and from July 1, 2003 (inception) through November
30, 2009 for the statements of operations, changes in stockholders’ equity and
cash flows in conformity with U.S. generally accepted accounting
principles.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has sustained
significant operating losses and is currently in default of its debt instrument
and needs to obtain additional financing or restructure its current obligations.
These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these matters are
also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/
KBL, LLP
New York,
NY
March 15,
2010
22
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
Viropro,
Inc. and subsidiaries
Montreal,
Quebec, Canada
We have
audited the accompanying consolidated balance sheets of Viropro, Inc. and
subsidiaries (A Development Stage Company) as of November 30, 2008 and 2007, and
the related consolidated statements of operations, stockholders’ deficit and
cash flows for the years then ended and from inception (July 1, 2003) to
November 30, 2008. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Viropro, Inc. and
subsidiaries (A Development Stage Company) as of November 30, 2008 and 2007, and
results of its operations and its cash flows for the years then ended and from
inception (July 1, 2003) to November 30, 2008 in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the accompanying consolidated financial statements, the Company has suffered
losses from operations, current liabilities exceed current assets and it is in
the development stage. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to this
matter are also discussed in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
De Joya,
Griffith & Company, LLC
Henderson,
Nevada
March 10,
2009
23
| Viropro,
Inc. and subsidiaries
(A
Development
Stage Company)
|
|||||||||
|
Consolidated
Balance Sheets
(In
US Dollars)
|
|||||||||
|
November
30, 2009
|
November
30, 2008
|
||||||||
|
ASSETS
|
(Audited) | (Audited) | |||||||
|
Current
Assets
|
|||||||||
| Cash | $ | 54,775 | $ | 2,726 | |||||
|
Prepaid
expenses
|
4,862 | 4,332 | |||||||
|
GST
taxes
|
- | 2,429 | |||||||
|
Financing
costs
|
- | 120,111 | |||||||
|
Total
current assets
|
59,638 | 129,598 | |||||||
|
Property
and Equipment, net
|
2,219 | - | |||||||
|
Total
Assets
|
$ | 61,857 | $ | 129,598 | |||||
|
LIABILITIES
AND STOCKHOLDERS' (EQUITY)
|
|||||||||
|
Current
Liabilities
|
|||||||||
|
|
Accounts
payable and accrued expenses
|
$ | 130,420 | $ | 324,548 | ||||
|
Convertible
debenture - current
|
100,000 | 692,169 | |||||||
|
Common
stock payable
|
200,000 | 80,000 | |||||||
|
Total
Current Liabilities
|
430,420 | 1,096,717 | |||||||
|
Convertible
debentures (net of unamortized debt discount of $506,452)
|
485,630 | ||||||||
|
Total
Liabilities
|
$ | 430,420 | $ | 1,582,347 | |||||
|
Stockholders' Equity
|
|||||||||
|
Common
stock, $.001 par value, 1,000,000,000 shares
authorized, 165,072,294 issued
and outstanding
|
165,072 | 35,386 | |||||||
|
Additional
paid in capital
|
15,555,691 | 13,120,834 | |||||||
| Deferred stock compensation | - | - | |||||||
|
(Deficit)
accumulated during the development stage
|
(13,971,131 | ) | (12 506 205 | ) | |||||
|
Accumulated
(deficit)
|
(1,971,555 | ) | (1,971,555 | ) | |||||
| (221,923 | ) | (1,321,540 | ) | ||||||
|
Other
Comprehensive income:
|
|||||||||
|
Foreign
currency translation adjustment
|
(146,640 | ) | (131,209 | ) | |||||
|
Total
Stockholders’ Equity
|
(368,563 | ) | (1,452,749 | ) | |||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 61,857 | $ | 129,598 | |||||
See Notes
to the Financial Statements
24
|
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
|
|
Consolidated
Statements of Operations and Other Comprehensive Loss
|
|
(In
US Dollars)
|
|
Year
Ended
|
Year
Ended
|
|||||||||||
|
November
30
|
November
30
|
Inception
(July 1, 2003
|
||||||||||
| 2009 | 2008 | to November 30, 2009) | ||||||||||
|
(Audited)
|
(Audited)
|
(Audited)
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | 264 000 | ||||||
|
Cost
of revenue
|
- | - | - | |||||||||
|
Gross
profit
|
- | - | 264,000 | |||||||||
|
Operating
expenses:
|
||||||||||||
|
Consulting
fees - Non cash stock compensation
|
57,000 | 69,860 | 6,213,730 | |||||||||
|
Selling,
general and administrative expenses
|
822,513 | 782,937 | 5,516,586 | |||||||||
|
Total
operating expenses
|
879,513 | 852,797 | 11,730,316 | |||||||||
|
Operating
loss
|
(879,513 | ) | (852,797 | ) | (11,466,316 | ) | ||||||
|
Other
income (expense)
|
||||||||||||
|
Interest
expense
|
(637,102 | ) | (584,223 | ) | (2,206,934 | ) | ||||||
|
R&D
credit
|
- | 66,006 | 66,006 | |||||||||
|
Gain
(Loss) on investment
|
- | 29,359 | (22,614 | ) | ||||||||
|
Loss
on impairment of patent
|
- | (799,870 | ) | (799,870 | ) | |||||||
|
Gain
(loss) on legal settlement
|
(188,271 | ) | 381,137 | 192,866 | ||||||||
|
Gain
on return of shares for services not rendered
|
253,326 | 32,000 | 285,326 | |||||||||
|
Gain
(loss) on sale of assets
|
3,290 | (28,670 | ) | (25,380 | ) | |||||||
|
Loss
on settlement for conversion of debenture
|
(16,656 | ) | - | (16,656 | ) | |||||||
|
Debt
forgiveness
|
- | 42,501 | 42,501 | |||||||||
|
Loss
on uncollectible advances
|
- | (20,058 | ) | (20,058 | ) | |||||||
| (585,413 | ) | (881,818 | ) | (2,504,813 | ) | |||||||
|
Net
loss
|
(1,464,926 | ) | (1,734,615 | ) | (13,971,129 | ) | ||||||
|
Comprehensive
income:
|
||||||||||||
|
Foreign
currency translation adjustment
|
(15,431 | ) | (32,977 | ) | (146,640 | ) | ||||||
|
Comprehensive
(loss)
|
(1,480,357 | ) | (1,767,592 | ) | (14,117,769 | ) | ||||||
|
Per
share information - basic and fully diluted:
|
||||||||||||
|
Weighted
average shares outstanding - basic and diluted
|
109,165,872 | 36,928,242 | ||||||||||
|
(Loss)
per common share
|
$ | -0.01 | $ | -0.05 | ||||||||
See Notes
to the Financial Statements
25
|
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||
|
Consolidated
Statements of Stockholders' Deficit
|
||||||||||||||||||||||||||||||||
|
From
Inception (July 1, 2003) to November 30, 2008 – Continued
|
||||||||||||||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Deferred
|
During
the
|
Foreign
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
Additional
|
Stock
|
Development
|
Accumulated
|
Currency
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Paid
in Capital
|
Compensation
|
Stage
|
Deficit
|
Translation
|
Total
|
|||||||||||||||||||||||||
|
Balance
June 30, 2003
|
4,116,974 | $ | 4,117 | $ | 1,957,308 | $ | - | $ | - | $ | (1,971,555 | ) | $ | - | $ | (10,130 | ) | |||||||||||||||
| - | ||||||||||||||||||||||||||||||||
|
Shareholders’
direct payments for accounts payable
|
- | - | 10,130 | - | - | - | - | 10,130 | ||||||||||||||||||||||||
|
Net
(loss)
|
- | - | - | - | (8,525 | ) | - | - | (8,525 | ) | ||||||||||||||||||||||
|
Balance
November 30, 2003
|
4,116,974 | 4,117 | 1,967,438 | - | (8,525 | ) | (1,971,555 | ) | - | (8,525 | ) | |||||||||||||||||||||
|
Common
shares issued for cash
|
250,000 | 250 | 49,750 | - | - | - | - | 50,000 | ||||||||||||||||||||||||
|
Common
stock subscriptions
|
- | - | 1,190,140 | - | - | - | - | 1,190,140 | ||||||||||||||||||||||||
|
Net
(loss)
|
- | - | - | - | (1,159,543 | ) | - | - | (1,159,543 | ) | ||||||||||||||||||||||
|
Foreign
currency translation
|
- | - | - | - | - | - | 2,478 | 2,478 | ||||||||||||||||||||||||
|
Balance
November 30, 2004
|
4,366,974 | 4,367 | 3,207,328 | - | (1,168,068 | ) | (1,971,555 | ) | 2,478 | 74,550 | ||||||||||||||||||||||
|
Issuance
of shares subscribed for at November 30, 2004
|
3,834,500 | 3,834 | (3,834 | ) | - | - | - | - | - | |||||||||||||||||||||||
|
Common
shares issued for cash
|
1,415,630 | 1,416 | 289,230 | - | - | - | - | 290,646 | ||||||||||||||||||||||||
|
Common
shares issued for services
|
6,265,965 | 6,266 | 1,744,828 | - | - | - | - | 1,751,094 | ||||||||||||||||||||||||
|
Common
stock subscriptions – cash
|
- | - | 297,500 | - | - | - | - | 297,500 | ||||||||||||||||||||||||
|
Common
stock subscriptions – services
|
- | - | 60,000 | (60,000 | ) | - | - | - | - | |||||||||||||||||||||||
|
Amortization
of deferred compensation
|
- | - | - | 15,000 | - | - | - | 15,000 | ||||||||||||||||||||||||
|
Common
stock subscription receivable
|
- | - | 25,000 | - | - | - | - | 25,000 | ||||||||||||||||||||||||
|
Net
(loss)
|
- | - | - | - | (2,513,542 | ) | - | - | (2,513,542 | ) | ||||||||||||||||||||||
|
Foreign
currency translation
|
- | - | - | - | - | - | (68,795 | ) | (68,795 | ) | ||||||||||||||||||||||
|
Balance
November 30, 2005
|
15,883,069 | $ | 15,883 | $ | 5,620,052 | $ | (45,000 | ) | $ | (3,681,610 | ) | $ | (1,971,555 | ) | $ | (66,317 | ) | $ | (128,547 | ) | ||||||||||||
See Notes
to the Financial Statements
26
|
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||
|
Consolidated
Statements of Stockholders' Deficit
|
||||||||||||||||||||||||||||||||
|
From
Inception (July 1, 2003) to November 30, 2008 – Continued
|
||||||||||||||||||||||||||||||||
|
(Audited
in US Dollars)
|
Deficit
|
|||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Deferred
|
During
the
|
Foreign
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
Additional
|
Stock
|
Development
|
Accumulated
|
Currency
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Paid
in Capital
|
Compensation
|
Stage
|
Deficit
|
Translation
|
Total
|
|||||||||||||||||||||||||
|
Balance
November 30, 2005
|
15,883,069 | $ | 15,883 | $ | 5,620,052 | $ | (45,000 | ) | $ | (3,681,610 | ) | $ | (1,971,555 | ) | $ | (66,317 | ) | $ | (128,547 | ) | ||||||||||||
|
Common
stock issued for cash
|
4,000,997 | 4,001 | 701,587 | - | - | - | - | 705,588 | ||||||||||||||||||||||||
|
Common
stock issued for services
|
9,108,555 | 9,109 | 3,023,790 | (503,625 | ) | - | - | - | 2,529,274 | |||||||||||||||||||||||
|
Common
stock issued for patent
|
3,500,000 | 3,500 | 1,046,500 | - | - | - | - | 1,050,000 | ||||||||||||||||||||||||
|
Amortization
of deferred compensation
|
- | - | - | 45,000 | - | - | - | 45,000 | ||||||||||||||||||||||||
|
Record
debenture financing and debt discount
|
- | - | 713,429 | - | - | - | 713,429 | |||||||||||||||||||||||||
|
Net
(loss)
|
- | - | - | - | (4,435,376 | ) | - | - | (4,435,376 | ) | ||||||||||||||||||||||
|
Foreign
currency translation
|
- | - | - | - | - | - | 25,022 | 25,022 | ||||||||||||||||||||||||
|
Balance
November 30, 2006
|
32,492,621 | $ | 32,493 | $ | 11,105,358 | $ | (503,625 | ) | $ | (8,116,986 | ) | $ | (1,971,555 | ) | $ | (41,295 | ) | $ | 504,390 | |||||||||||||
See Notes
to the Financial Statements
27
|
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
|
|
Consolidated
Statements of Stockholders' Deficit
|
|
From
Inception (July 1, 2003) to November 30, 2008 –
Continued
|
|
(Audited
in US Dollars)
|
|
Deficit
|
||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Deferred
|
During
the
|
Foreign
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
Additional
|
Stock
|
Development
|
Accumulated
|
Currency
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Paid
in Capital
|
Compensation
|
Stage
|
Deficit
|
Translation
|
Total
|
|||||||||||||||||||||||||
|
Balance
November 30, 2006
|
32,492,621 | $ | 32,493 | $ | 11,105,358 | $ | (503,625 | ) | $ | (8,116,986 | ) | $ | (1,971,555 | ) | $ | (41,295 | ) | $ | 504,390 | |||||||||||||
|
Common
stock issued for cash
|
600,000 | 600 | 61,400 | - | - | - | - | 62,000 | ||||||||||||||||||||||||
|
Common
stock issued for services
|
1,893,836 | 1,894 | 236,940 | (238,834 | ) | - | - | - | - | |||||||||||||||||||||||
|
Common
stock for debentures converted and interest
|
3,002,453 | 3,002 | 597,488 | 600,490 | ||||||||||||||||||||||||||||
|
Amortization
of deferred compensation
|
- | - | 672,599 | - | - | - | 672,599 | |||||||||||||||||||||||||
|
Record
debenture financing and debt discount
|
- | - | 600,848 | - | - | - | 600,848 | |||||||||||||||||||||||||
|
Net
(loss)
|
- | - | - | - | (2,654,604 | ) | - | (2,654,604 | ) | |||||||||||||||||||||||
|
Foreign
currency translation
|
- | - | - | - | - | - | (56,937 | ) | (56,937 | ) | ||||||||||||||||||||||
|
Balance
November 30, 2007
|
37,988,910 | $ | 37,989 | $ | 12,602,034 | $ | (69,860 | ) | $ | (10,771,590 | ) | $ | (1,971,555 | ) | $ | (98,232 | ) | $ | (271,214 | ) | ||||||||||||
See Notes
to the Financial Statements
28
|
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||
|
Consolidated
Statements of Stockholders' Deficit
|
||||||||||||||||||||||||||||||||
|
From
Inception (July 1, 2003) to November 30, 2008 – Continued
|
||||||||||||||||||||||||||||||||
|
(Audited
in US Dollars)
|
Deficit
|
|||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Deferred
|
During
the
|
Foreign
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
Additional
|
Stock
|
Development
|
Accumulated
|
Currency
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Paid
in Capital
|
Compensation
|
Stage
|
Deficit
|
Translation
|
Total
|
|||||||||||||||||||||||||
|
Balance
November 30, 2007
|
37,988,910 | $ | 37,989 | $ | 12,602,034 | $ | (69,860 | ) | $ | (10,771,590 | ) | $ | (1,971,555 | ) | $ | (98,232 | ) | $ | (271,214 | ) | ||||||||||||
|
Common
stock issued for settlement
|
3,725,000 | 3,725 | 39,200 | - | - | - | - | 42,925 | ||||||||||||||||||||||||
|
Common
stock canceled
|
(3,727,750 | ) | (3,728 | ) | (209,009 | ) | - | - | - | - | (212,737 | ) | ||||||||||||||||||||
|
Common
stock canceled – Immuno Japan
|
(2,750,000 | ) | (2,750 | ) | 2,750 | - | - | - | - | - | ||||||||||||||||||||||
|
Common
stock for debentures converted and interest
|
150,000 | 150 | 29,850 | - | - | - | - | 30,000 | ||||||||||||||||||||||||
|
Amortization
of deferred compensation
|
- | - | - | 69,860 | - | - | - | 69,860 | ||||||||||||||||||||||||
|
Record
debenture financing and debt discount
|
- | - | 656,009 | - | - | - | - | 656,009 | ||||||||||||||||||||||||
|
Net
(loss)
|
- | - | - | - | (1,734,615 | ) | - | - | (1,734,615 | ) | ||||||||||||||||||||||
|
Foreign
currency translation
|
- | - | - | - | - | - | (32,977 | ) | (32,977 | ) | ||||||||||||||||||||||
|
Balance
November 30, 2008 (audited)
|
35,386,160 | $ | 35,386 | $ | 13,120,834 | $ | - | $ | (12,506,205 | ) | $ | (1,971,555 | ) | $ | (131,209 | ) | $ | (1,452,749 | ) | |||||||||||||
See Notes
to the Financial Statements
29
|
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||
|
Consolidated
Statements of Stockholders' Deficit
|
||||||||||||||||||||||||||||||||
|
From
Inception (July 1, 2003) to November 30, 2009 – Continued
|
||||||||||||||||||||||||||||||||
|
(Audited
in US Dollars)
|
Deficit
|
|||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Deferred
|
During
the
|
Foreign
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
Additional
|
Stock
|
Development
|
Accumulated
|
Currency
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Paid
in Capital
|
Compensation
|
Stage
|
Deficit
|
Translation
|
Total
|
|||||||||||||||||||||||||
|
Balance
November 30, 2008
|
35,386,160 | $ | 35,386 | $ | 13,120,834 | $ | - | $ | (12,506,205 | ) | $ | (1,971,555 | ) | $ | (131,209 | ) | $ | (1,452,749 | ) | |||||||||||||
|
Common
stock issued for settlement
|
13,700,000 | 13,700 | 212,800 | 226,500 | ||||||||||||||||||||||||||||
|
Common
stock canceled
|
991,632 | (992 | ) | (252,335 | ) | (253,327 | ) | |||||||||||||||||||||||||
|
Common
stock issued for cash
|
62,500,000 | 62,500 | 717, 499 | 779,999 | ||||||||||||||||||||||||||||
|
Common
stock for debentures converted and interest
|
13,661,600 | 13,662 | 669, 418 | 683,080 | ||||||||||||||||||||||||||||
|
Common
issued for conversion of debenture
|
31,999,266 | 31,999 | 927,979 | 959,978 | ||||||||||||||||||||||||||||
|
Common
stock issued for payment of interest
|
3,616,900 | 3,617 | 107,696 | 111,313 | ||||||||||||||||||||||||||||
|
Common
stock issued for servicex
|
5,200,000 | 5,200 | 51,800 | 57,000 | ||||||||||||||||||||||||||||
|
Net
(loss)
|
(1,464,926 | ) | (1,464,926 | ) | ||||||||||||||||||||||||||||
|
Foreign
currency translation
|
(15,431 | ) | (15,431 | ) | ||||||||||||||||||||||||||||
|
Balance
November 30, 2009 (audited)
|
165,072,294 | $ | 165,072 | $ | 15,555,691 | $ | - | $ | (13,971,131 | ) | $ | (1,971,555 | ) | $ | (146,640 | ) | $ | (368,563 | ) | |||||||||||||
See Notes
to the Financial Statements
30
|
Viropro,
inc.
|
|
(A
Development Stage Company)
|
|
Consolidated
Statements of Cash Flows
|
|
(In
US Dollars)
|
|
Year
ended
|
Year
ended
|
Inception (July 1, | ||||||||||
|
November
30,
2009
|
November
30,
2008
|
2003 to November
30,
2008)
|
||||||||||
|
(Audited)
|
(Audited)
|
(Audited)
|
||||||||||
|
Cash
flows from operating activities:
|
||||||||||||
|
Net
(loss)
|
(1,464,926 | ) | (1,734,615 | ) | (13,971,131 | ) | ||||||
|
Depreciation
and amortization
|
55,542 | 62,471 | 324,805 | |||||||||
|
Consulting
fees - Non-cash stock compensation
|
57,000 | 69,860 | 6,211,731 | |||||||||
|
Amortization
financing costs
|
77,784 | 221,085 | 963,108 | |||||||||
|
Amorization
beneficial conversion feature
|
542,283 | 279,944 | 1,110,372 | |||||||||
|
Loss
(gain) on sale of assets
|
(3,290 | ) | 28,670 | 25,380 | ||||||||
|
Loss
on uncollectible advances
|
- | 20,058 | 20,058 | |||||||||
|
Gain
on legal settlement
|
- | (386,387 | ) | (386,387 | ) | |||||||
|
Gain
on return of shares for services non rendered
|
(253,326 | ) | (32,000 | ) | (285,326 | ) | ||||||
|
Loss
on legal settlement
|
204,928 | 5,250 | 210,178 | |||||||||
|
Loss
on investment
|
- | - | 51,973 | |||||||||
|
Lost
on impairment of patent
|
- | 799,870 | 799,870 | |||||||||
|
Debt
forgiveness
|
- | (42,501 | ) | (42,501 | ) | |||||||
|
Increase
in Other receivables
|
- | 1,323 | (20,058 | ) | ||||||||
|
(Increase)
in advances
|
- | - | - | |||||||||
|
Decrease
in Prepaid expenses
|
(530 | ) | 4,930 | (4,861 | ) | |||||||
|
Decrease
in GST taxes
|
2,429 | 4,078 | - | |||||||||
|
Decrease
in Accounts payable and accrued expenses
|
58,694 | (174,187 | ) | 609,663 | ||||||||
|
Decrease
in Other payables
|
- | - | 30,648 | |||||||||
|
Increase
in Deferred revenue
|
- | - | - | |||||||||
|
Net
cash (used in) operating activities
|
(723,412 | ) | (872,151 | ) | (4,352,479 | ) | ||||||
|
Cash
flows from investing activities:
|
||||||||||||
|
Investment
in minority interest
|
- | - | (51,973 | ) | ||||||||
|
Sale
of property and equipment
|
3,340 | 47,962 | 51,302 | |||||||||
|
Acquisition
of property and equipment
|
(2,448 | ) | (73,250 | ) | (98,213 | ) | ||||||
|
Net
cash (used in) investing activities
|
892 | (25,288 | ) | (98,884 | ) | |||||||
|
Cash
flows from financing activities:
|
||||||||||||
|
Proceeds
from issuance of common shares
|
700,000 | - | 2,292,234 | |||||||||
|
Proceeds
from legal settlement
|
- | 100 | 100 | |||||||||
|
Payment
of financing costs
|
- | (93,034 | ) | (93,034 | ) | |||||||
|
Payment
of convertible debenture
|
(30,000 | ) | (56,000 | ) | (86,000 | ) | ||||||
|
Common
stock payable
|
120,000 | 50,000 | 200,000 | |||||||||
|
Proceeds
from convertible debentures
|
992,083 | 2,339,477 | ||||||||||
|
Net
cash provided by financing activities
|
790,000 | 893,149 | 4,652,777 | |||||||||
|
Net
increase (decrease) in cash
|
67,480 | (4,290 | ) | 201,414 | ||||||||
|
Effect
of changes in exchange rate
|
(15,431 | ) | (32,977 | ) | (146,640 | ) | ||||||
|
Cash,
beginning of period
|
2,726 | 39,993 | - | |||||||||
|
Cash,
end of period
|
54,775 | 2,726 | 54,775 | |||||||||
See Notes
to the Financial Statements
31
|
Viropro,
inc.
|
|
(A
Development Stage Company)
|
|
Consolidated
Statements of Cash Flows
|
|
(In
US Dollars)
|
|
Supplemental
information:
|
||||||||||||
|
Interest
paid
|
$ | - | $ | - | $ | 7,387 | ||||||
|
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
|
Non
cash investing and financing activities :
|
||||||||||||
|
Issuance
of common stock for conversion of debentures and interest
|
$ | 1,753,370 | $ | 30,000 | $ | 2,383,860 | ||||||
|
Issuance
of common stock for patent (3,500,000 shares)
|
$ | - | $ | - | $ | 1,050,000 | ||||||
|
Gain
on legal settlement -cancelation of shares
|
$ | 253,326 | $ | 137,712 | $ | 391,038 | ||||||
|
Gain
on legal settlement – debt forgiveness
|
$ | - | $ | 248,675 | $ | 248,675 | ||||||
|
Receivable
for common stock
|
$ | - | $ | - | $ | 25,000 | ||||||
See Notes
to the Financial Statements
32
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
1: Organization and Basis of Presentation
Viropro,
Inc. (formerly known as Food Concepts, Inc.) (the “Company”) was organized under
the laws of the State of Nevada on June 16, 1982. On October 27, 1995, the
Company reorganized and acquired Savon Coffee, Inc. as a wholly owned
subsidiary. On January 1, 1996, the Company acquired Palm Beach Gourmet Coffee,
Inc. as a wholly owned subsidiary. On March 31, 1998, the Company divested
itself of its coffee operations and simultaneously acquired Insecta Sales and
Research, Inc. as a wholly owned subsidiary. Viropro, Inc. and its subsidiaries
are collectively referred to in the consolidated financial statements as the
“Company”. The principal business of the Company, which had been the wholesale
distribution of various insecticides, ceased operating during the year ended
June 30, 2003. Subsequent to June 30, 2003, the Company changed its year-end to
November 30 and became a development stage company in accordance with the
provisions of ASC 915 “Accounting and Reporting for Development Stage
Enterprises”. The Company is currently developing a generic version of a
biopharmaceutical drug.
Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted
Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB
Accounting Standards Codification (the “Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification carries an equal
level of authority. The Codification superseded all existing non-SEC accounting
and reporting standards. All other non-grandfathered, non-SEC accounting
literature not included in the Codification is non-authoritative. The FASB will
not issue new standards in the form of Statements, FASB Positions or Emerging
Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
Note
2: Going Concern
The
Company’s financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The
Company has experienced significant losses from operations. The aggregate
accumulated deficit and accumulated deficit during the development stage of the
Company is $15,942,686 ($1,971,555 and $13,971,131, respectively) including a
net loss for the year ended November 30, 2009, in the amount of
$1,464,926.
The
Company’s ability to continue as a going concern is contingent upon its ability
to secure additional financing, increase ownership equity and attain profitable
operations. In addition, the Company’s ability to continue as a going concern
must be considered in light of the problems, expenses and complications
frequently encountered in established markets and the competitive environment in
which the Company operates.
These
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
33
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies
Principles of
Consolidation
The
consolidated financial statements include the accounts of the Company and its
subsidiary. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of
Estimates
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. On an on-going basis, the Company
evaluates its estimates, including, but not limited to, those related to
investment tax credits, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.
Cash and Cash
Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
Comprehensive
Income
The
Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No.
130). ASC 220-10 requires the reporting of comprehensive income in addition to
net income from operations.
Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of information that historically has not been recognized in the
calculation of net income.
Fair Value of Financial
Instruments
The
carrying amounts reported in the consolidated balance sheets for cash and cash
equivalents, accounts receivable and accounts payable approximate fair value
because of the immediate or short-term maturity of these financial
instruments. For the loans payable, the carrying amount reported is
based upon the incremental borrowing rates otherwise available to the Company
for similar borrowings.
Currency
Translation
For
subsidiaries outside the United States that prepare financial statements in
currencies other than the U.S. dollar, the Company translates income and expense
amounts at average exchange rates for the year, translates assets and
liabilities at year-end exchange rates and equity at historical rates. The
Company’s functional currency is the Canadian dollar, while the Company reports
its currency in the US dollar. The Company records these translation adjustments
as accumulated other comprehensive income (loss). Gains and losses from foreign
currency transactions are included in other income (expense) in the results of
operations.
34
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies (continued)
Revenue
Recognition
In
general, the Company records revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectability is reasonably
assured. The following policies reflect specific criteria for the various
revenue streams of the Company:
Revenue
is recognized at the time the product is delivered. Provision for sales returns
will be estimated based on the Company’s historical return experience. Revenue
is presented net of returns.
Accounts
Receivable
The
Company conducts business and extends credit based on an evaluation of the
customers’ financial condition, generally without requiring
collateral.
Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances. The Company has no allowance for doubtful accounts as of November
30, 2009.
Accounts
receivable are generally due within 30 days and collateral is not required.
Unbilled accounts receivable represents amounts due from customers for which
billing statements have not been generated and sent to the
customers.
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
Fixed
Assets
Fixed
assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; office and
computer equipment – 5 years.
When
assets are retired or otherwise disposed of, the costs and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period. The cost of maintenance and
repairs is charged to income as incurred; significant renewals and betterments
are capitalized. Deduction is made for retirements resulting from
renewals or betterments.
Depreciation
expense for the years ended November 30, 2009 and 2008 was $320 and $16,278,
respectively. In the year ended November 30, 2009, the Company received a total
of $3,340 for the sale of all their assets. The Company recorded a
gain of $3,290.
35
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies (continued)
Long-lived
assets and fixed assets, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets might not be
recoverable. The Company does perform a periodic assessment of assets for
impairment in the absence of such information or indicators. Conditions that
would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of an asset or group of assets is not
recoverable. For long-lived assets to be held and used, the Company recognizes
an impairment loss only if its carrying amount is not recoverable through its
undiscounted cash flows and measures the impairment loss based on the difference
between the carrying amount and estimated fair value.
|
|
Loss Per Share of Common
Stock
Basic net
loss per common share is computed using the weighted average number of common
shares outstanding. Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants. Common stock
equivalents were not included in the computation of diluted earnings per share
when the Company reported a loss because to do so would be antidilutive for
periods presented.
The
following is a reconciliation of the computation for basic and diluted
EPS:
|
November
30,
|
November
30,
|
|||||||
|
2009
|
2008
|
|||||||
|
Net
(loss)
|
$ | (1,464,926 | ) | $ | (1,734,615 | ) | ||
|
Weighted-average
common shares
|
||||||||
|
Outstanding
(Basic)
|
109,165,872 | 36,928,242 | ||||||
|
Weighted-average
common stock
|
||||||||
|
Equivalents
|
||||||||
|
Stock
options
|
1,450,000 | 1,500,000 | ||||||
|
Warrants
|
- | - | ||||||
|
Weighted-average
common shares
|
||||||||
|
Outstanding
(Diluted)
|
110,615,872 | 38,428,242 | ||||||
Stock-Based
Compensation
In 2006,
the Company adopted the provisions of ASC 718-10 “Share Based Payments” for
its year ended December 31, 2008. The adoption of this principle had no effect
on the Company’s operations.
36
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies (continued)
The
Company has elected to use the modified–prospective approach method. Under that
transition method, the calculated expense in 2006 is equivalent to compensation
expense for all awards granted prior to, but not yet vested as of January 1,
2006, based on the grant-date fair values. Stock-based compensation expense for
all awards granted after January 1, 2006 is based on the grant-date fair values.
The Company recognizes these compensation costs, net of an estimated forfeiture
rate, on a pro rata basis over the requisite service period of each vesting
tranche of each award. The Company considers voluntary termination behavior as
well as trends of actual option forfeitures when estimating the forfeiture
rate.
The
Company measures compensation expense for its non-employee stock-based
compensation under ASC 505-50, “Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services”. The fair value of the option
issued is used to measure the transaction, as this is more reliable than the
fair value of the services received. The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in capital.
Segment
Information
The
Company follows the provisions of ASC 280-10, “Disclosures about Segments of an
Enterprise and Related Information”. This standard requires that
companies disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. As of November
30, 2009 and for the years ended November 30, 2009 and 2008, the Company
operates in only one segment and in only one geographical location.
Reclassifications
The
Company has reclassified certain amounts in their condensed consolidated
statement of operations for the year ended November 30, 2008 to conform with the
November 30, 2009 presentation. These reclassifications had no effect on the net
loss for the year ended November 30, 2008.
Uncertainty in Income
Taxes
The
Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC
740-10”). This interpretation requires recognition and measurement of uncertain
income tax positions using a “more-likely-than-not” approach. ASC 740-10 is
effective for fiscal years beginning after December 15, 2006. Management has
adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual
basis, and has determined that as of November 30, 2009, no additional accrual
for income taxes other than the federal and state provisions and related
interest and estimated penalty accruals is not considered
necessary.
Fair Value
Measurements
In
September 2006, ASC issued 820, Fair Value Measurements. ASC
820 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of ASC 820 is not expected to have a material impact on
the financial statements.
In February 2007, ASC issued 825-10, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of ASC 320-10,
(“ASC 825-10”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. ASC 825-10 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.
37
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies (continued)
Recent Accounting
Pronouncements
In
December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in
Consolidated Financial Statements. ASC 810-10-65 establishes accounting
and reporting standards for ownership interests in subsidiaries held by parties
other than the parent, changes in a parent’s ownership of a noncontrolling
interest, calculation and disclosure of the consolidated net income attributable
to the parent and the noncontrolling interest, changes in a parent’s ownership
interest while the parent retains its controlling financial interest and fair
value measurement of any retained noncontrolling equity investment. ASC
810-10-65 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited. Management is determining the impact that
the adoption of ASC 810-10-65 will have on the Company’s financial position,
results of operations or cash flows.
In
December 2007, the Company adopted ASC 805, Business Combinations (“ASC
805”). ASC 805 retains the fundamental requirements that the acquisition method
of accounting be used for all business combinations and for an acquirer to be
identified for each business combination. ASC 805 defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. ASC 805 will require an entity to record separately
from the business combination the direct costs, where previously these costs
were included in the total allocated cost of the acquisition. ASC 805
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.
ASC 805
will require an entity to recognize as an asset or liability at fair value for
certain contingencies, either contractual or non-contractual, if certain
criteria are met. Finally, ASC 805 will require an entity to
recognize contingent consideration at the date of acquisition, based on the fair
value at that date. This will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption is not permitted and the ASC is to
be applied prospectively only. Upon adoption of this ASC, there would
be no impact to the Company’s results of operations and financial condition for
acquisitions previously completed. The adoption of ASC 805 is not
expected to have a material effect on the Company’s financial position, results
of operations or cash flows.
In March
2008, ASC issued ASC 815, Disclosures about Derivative
Instruments and Hedging Activities”, (“ASC 815”). ASC 815 requires
enhanced disclosures about an entity’s derivative and hedging activities. These
enhanced disclosures will discuss: how and why an entity uses derivative
instruments; how derivative instruments and related hedged items are accounted
for and its related interpretations; and how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. ASC 815 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company does
not believe that ASC 815 will have an impact on their results of operations or
financial position.
In April
2008, ASC 350-30 was issued, “Determination of the Useful Life of Intangible
Assets”. The Company was required to adopt ASC 350-30 on December 1, 2008. The
guidance in ASC 350-30 for determining the useful life of a recognized
intangible asset shall be applied prospectively to intangible
assets
38
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies (continued)
acquired
after adoption, and the disclosure requirements shall be applied prospectively
to all intangible assets recognized as of, and subsequent to, adoption. The
Company does not believe ASC 350-30 will materially impact their financial
position, results of operations or cash flows.
In May
2008, ASC 470-20 was issued, “Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”
(“ASC 470-20”). ASC 470-20 requires the issuer of certain convertible debt
instruments that may be settled in cash (or other assets) on conversion to
separately account for the liability (debt) and equity (conversion option)
components of the instrument in a manner that reflects the issuer’s
non-convertible debt borrowing rate. ASC 470-20 is effective for fiscal years
beginning after December 15, 2008 on a retroactive basis. The Company does not
believe that the adoption of ASC 470-20 will have a material effect on its
financial position, results of operations or cash flows.
In June
2008, ASC 815-40 was issued, “Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity’s Own Stock” (“ASC 815-40”), which supersedes
the definition in ASC 605-50 for periods beginning after December 15, 2008. The
objective of ASC 815-40 is to provide guidance for determining whether an
equity-linked financial instrument (or embedded feature) is indexed to an
entity’s own stock and it applies to any freestanding financial instrument or
embedded feature that has all the characteristics of a derivative in accordance
with ASC 815-20.
ASC
815-40 also applies to any freestanding financial instrument that is potentially
settled in an entity’s own stock. The Company believes that ASC 815-40, will not
have a material impact on their financial position, results of operations and
cash flows.
In June
2008, ASC 470-20-65 was issued, Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
(“ASC 470-20-65”). ASC 470-20-65 is effective for years ending after December
15, 2008. The overall objective of ASC 470-20-65 is to provide for consistency
in application of all the standards issued for convertible securities. The
Company has computed and recorded a beneficial conversion feature in connection
with certain of their prior financing arrangements and does not believe that ASC
470-20-65 will have a material effect on that accounting.
Effective
April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC
855”). ASC 855 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date – that is, whether that date represents the date the financial statements
were issued or were available to be issued. This disclosure should alert all
users of financial statements that an entity has not evaluated subsequent events
after that date in the set of financial statements being presented. Adoption of
ASC 855 did not have a material impact on the Company’s results of operations or
financial condition. The Company has evaluated subsequent events through March
15, 2010, the date the financial statements were issued.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted market price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using certain
techniques. ASU 2009-05 also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of a
liability. ASU 2009-05 also clarifies that both a quoted price in an active
market for the identical liability at the measurement date and the quoted price
for the identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required for Level 1 fair value
measurements. Adoption of ASU 2009-05 did not have a material impact on the
Company’s results of operations or financial condition.
39
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
3: Summary of Significant Accounting Policies (continued)
In
January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and
Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements
(“ASU 2010-06”). These standards require new disclosures on the amount
and reason for transfers in and out of Level 1 and 2 fair value measurements.
The standards also require new disclosures of activities, including purchases,
sales, issuances, and settlements within the Level 3 fair value measurements.
The standard also clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. These new
disclosures are effective beginning with the first interim filing in 2010. The
disclosures about the rollforward of information in Level 3 are required for the
Company with its first interim filing in 2011. The Company does not believe this
standard will impact their financial statements.
Other
ASU’s that have been issued or proposed by the FASB ASC that do not require
adoption until a future date and are not expected to have a material impact on
the financial statements upon adoption.
Note
4: Income Taxes
As of
November 30, 2009 and 2008, the Company has a net operating loss carry forward
of approximately $7,700,000 and $6,397,000, respectively. This loss
will be available to offset future taxable income. If not used, this
carry forward will expire through 2029. Components of net deferred
tax assets, including a valuation allowance, are as follows at November
30:
|
2009
|
2008
|
|||||||
|
Deferred
tax assets:
|
||||||||
|
Net
operating loss carryforward
|
$ | 2,694,624 | $ | 2,181,900 | ||||
|
Total
deferred tax assets
|
2,694,624 | 2,181,900 | ||||||
|
Less:
Valuation Allowance
|
(2,694,624 | ) | (2,181,900 | ) | ||||
|
Net
Deferred Tax Assets
|
$ | - | $ | - | ||||
The
valuation allowance for deferred tax assets as of November 30, 2009 and 2008 was
approximately $2,694,624 and $2,181,900, respectively. In assessing
the recovery of the deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers
the scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment. As a
result, management determined it was more likely than not the deferred tax
assets would not be realized as of November 30, 2009 and 2008 and, accordingly,
recorded the full valuation allowance.
40
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
4: Income Taxes
(continued)
The
Company files income tax returns in the United States federal jurisdiction. The
Company will file its U.S. federal return for the year ended November 30,
2009. These U.S. federal returns are considered open tax years as of
the date of these consolidated financial statements.
Reconciliation
between the statutory rate and the effective tax rate is as follows at November
30:
|
2009
|
2008
|
|||||||
|
Federal
statutory tax rate
|
(35.0 | )% | (35.0 | )% | ||||
|
Change
in valuation allowance
|
35.0 | % | 35.0 | % | ||||
|
Effective
tax rate
|
0.0 | % | 0.0 | % | ||||
Note
5: Convertible Debentures
On March
1, 2007, Viropro undertook to issue up to $1,300,000 of convertible debentures.
As of May 31, 2007, $1,300,000 was collected and none of the convertible
debenture remained available. The Company has determined the
debentures to have a beneficial conversion feature totalling
$420,527. The beneficial conversion feature has been recorded as a
debt discount which will be amortized over the life of the loans. The
beneficial conversion feature was valued under the Black-Scholes option pricing
model using the following assumptions: a stock price between $0.19 and $1.19;
estimated life of 3 years; historical volatility rate ranging between 205% and
251% and debt discount rate of 6.00%. The investors had 3 years from March 1,
2006 to exercise 6,500,000 warrants. The warrant strike price was of
$0.25 per share of restricted stock. The Company has determined the
warrants to have a value of $838,587 which has been reflected as a financing
cost and have been amortized over the life of the loans. The warrants
were valued under the Black-Scholes option pricing model.
From
March 1, 2007 to March 1, 2009 investors converted $630,490 in private debenture
financing which included accumulated interest of $74,490 into 3,032,112 common
shares. In addition, debentures totalling $56,000 were settled with
cash.
At the
maturity date of the debenture, the Company offered to the owners to exchange
the debenture for common shares instead of cash. The Company has thus
issued 13,661,600 common shares to buy up $603,000 of debenture, cumulated
interest of $43,424 and a premium valued at $36,656. In addition,
debentures totalizing $25,000 were settled with $5,000 in cash. At
November 30, 2009 outstanding debentures of $30,000 (four debenture holders)
were still unpaid and are in default. There was a loss on conversion of these
debentures of $16,666 for the year ended November 30, 2009. The debentures were
in default as they were still outstanding past the maturity date. The Company is
involved in litigation regarding this outstanding total (See Note
8).
On
October 2007, the Company announced an expected US$ 1.5 million
financing. On December 21, 2007, the Company informed its
stockholders that the first tranche of US$ 300,000 related to the US$ 1.5
Million financing was not closed due to unfavorable market
conditions. The Company raised only $70,000 from this first tranche
of $300,000.
41
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
5: Convertible debentures
(continued)
The
Company has determined the debentures to have a beneficial conversion feature
totaling $22,165. The beneficial conversion feature has been recorded
as a debt discount has been amortized over the life of the loan. The
beneficial conversion feature was valued using the intrinsic value method using
the following assumptions: a stock price of $0.08 and an estimated life of 2
years. This debenture bears an annual interest rate of 6%, the conversion price
is set at $0.06 per share and the maturity is November 1, 2009. The beneficial
conversion feature was fully amortized as of November 30, 2009. The $70,000
debenture remains outstanding as of November 30, 2009.
On March
3, 2008, Viropro undertook to issue up to $2,000,000 of convertible debentures.
Offering of these debentures began on March 3, 2008 and ended December 15,
2008. A total of $$992,082of convertible
debentures has been issued. The Company has determined the debentures
to have a beneficial conversion feature totalling $656,007. The
beneficial conversion feature was valued under the intrinsic value method using
the following assumptions: a stock price between $0.02 and $0.07; and an
estimated life of 3 years. This debenture bears an annual interest
rate of 10% to be paid semi-annually, the conversion price is set at $0.03 per
share and the maturity is June 2011.
From
February 2009 to August 2009, investors converted $959,943 in private debenture
financing into 31,999,266 common shares. In addition, debentures
totalizing $30,000 were settled with cash payments. There is no remaining
unamortized beneficial conversion feature remaining on these
debentures.
Note
6: Stockholders’ Deficit
During
the five month period ended November 30, 2003, the Company implemented a 1 to
12.14 reverse stock split. All share and per share amounts have been restated to
effect this split.
At
February 28, 2006, the shareholders approved an increase in share capital to
45,000,000 authorized shares of common stock with a par value of $0.001.
On October 25, 2006, the shareholders approved an additional increase in
share capital to 100,000,000 authorized shares of common stock with a par value
of $0.001
During
November 2004, the Company issued 250,000 common shares pursuant to the
exemption contained in Regulation S for cash aggregating $50,000.
During
December 2004, the Company filed a Registration Statement under Rule S-8 and
issued 1,000,000 common shares for services rendered during the year ended
November 30, 2004. The fair value of these shares of $305,000 has been recorded
as a stock subscription at November 30, 2004 and charged to operations during
the year ended November 30, 2004.
During
December 2004, the Company issued 682,500 common shares pursuant to the
exemption contained in Regulation S for cash received prior to November 30,
2004, aggregating $136,500. In conjunction with this offering the Company issued
1,457,500 warrants to purchase common shares at $.25 per share. The warrants
expire in December 2006.
During
February 2005, the Company issued 2,152,000 common shares for services performed
during the year ended November 30, 2004. The fair value of these shares of
$748,640 has been recorded as a stock subscription at November 30, 2004 and
charged to operations during the year ended November 30, 2004.
During
February 2005, the Company issued 493,200 common shares pursuant to the
exemption contained in Regulation S for cash received aggregating $105,660. In
conjunction with this offering the Company issued 741,400
warrants to purchase common shares at $0.25 per share and 50,000 warrants to
purchase common shares at $.35 per share. The warrants expire in February
2007.
42
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
6: Stockholders’ Deficit (continued)
During
February 2005, the Company issued 685,000 common shares for services performed.
The shares were valued at their fair market value of $287,700 which was charged
to operations during the year.
During
March 2005, the Company issued 850,000 shares of common stock pursuant to a Form
S-8 Registration Statement for services provided. These shares were valued at
their fair market value of $405,150 which was charged to operations during the
year.
During
the period from February to May 2005, the Company issued 922,430 common shares
pursuant to the exemption contained in Regulation S for cash received
aggregating $184,986. In conjunction with this offering the Company issued
543,930 warrants to purchase common shares at $.25 per share. The warrants
expire from February to May 2007.
During
June 2005, the Company issued 1,245,000 common shares for services performed.
The shares were valued at their fair market value of $361,050 which was charged
to operations during the year.
During
September 2005, the Company issued 3,485,965 common shares for services
performed. The shares were valued at their fair market value of $697,194 which
were charged to operations during the year.
During
the period from September through November 2005, the Company agreed to issue an
aggregate of 1,487,500 common shares pursuant to the exemption contained in
Regulation S for cash received of $297,500 and 125,000 common shares for a
receivable of $25,000 which was paid in March 2006. In conjunction with this
offering the Company issued 1,597,500 warrants to purchase common shares at
$0.25 per share. The warrants expire from September to December 2007. In
addition the Company agreed to issue 300,000 common shares for services
performed and to be performed which were valued at their fair market value of
$60,000. Through November 30, 2005, the Company has charged $15,000 to
operations related to this issuance.
During
the period December 2005 through November 2006, the Company issued an aggregate
of 9,108,555 shares for services performed totalling $3,032,899. In
January 2006, the Company issued 3,500,000 shares valued at $1,050,000 in
exchange for a patent. During the period December 2005 through November
2006, the Company issued an aggregate of 4,000,997 common shares pursuant to the
exemption contained in Regulation S for cash received of $705,588.
During
April 2007, 1,937,612 shares were issued for conversion of debentures and
payment of interest on the debenture, valued at $387,522 or $0.20 per
share.
During
May 2007, 557,500 shares were issued for services performed which were valued at
their fair market value totalling $105,200.
During
May 2007, 203,021 shares were issued for conversion of debentures and payment of
interest on the debenture, valued at $40,604 or $0.20 per share.
During
July 2007, 1,336,336 shares were issued for services performed, which were
valued at their fair market value totalling $133,634.
43
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
6: Stockholders’ Deficit (continued)
During
October 2007, 740,000 shares were issued for conversion of debentures, valued at
$148,000 or $0.20 per share.
During
November 2007, 121,820 shares were issued for payment of interest on the
debentures, valued at $24,364 or $0.20 per share.
During
November 2007, 600,000 common shares were issued pursuant to the exemption
contained in Regulation S for cash, valuing $62,000. The Company
expensed $69,861 of previously issued shares recorded as deferred compensation.
On March 19, 2007, the Company received $30,000 for 375,000 shares at $0.08 per
share of common stock. As of May 31, 2008, the Company had not issued any of
these shares and accordingly has reflected $30,000 as a common stock payable.
The Company anticipates issuing such shares in the following fiscal
year.
On April
1, 2008, a holder of the Company’s convertible debentures agreed in writing to
convert their debentures into restricted shares of the Company’s common
stock. The Company thereby converted $30,000 of principle on the
debentures in exchange for the issuance of 150,000 shares of common
stock.
In 2006,
the Company asserted a counter-claim (Case No. 2:06-cv-00739-RCJ-RJJ) seeking
the return and cancellation of 6,800,000 million shares of Viropro that it felt
were improperly issued. On April 16, 2008, the Company settled with
various individuals resulting in the following change in equity: (See
Note 7: Legal Proceedings for additional detail).
On April
16, 2008, the Company entered into six “Release of all Claims and Settlement
Agreements” (RCSA). The settlements resulted in the return and
cancellation of 2,847,000 restricted shares and issuance of 3,725,000 free
trading shares. The 878,000 shares issued in excess were valued at
$0.05 per share, for a total value of $40,078. In addition, the
settlement called for the release of all liabilities due to previous
management.
On April
16, 2008, the Company entered into three additional RCSA’s. The
settlements stated that the parties mutually agreed to return to the Company a
total of 779,750 shares. The return of the shares was valued based on
their original issuance which ranged from $0.02 to $0.32 per share for a total
value of $177,790 resulting in a gain on settlement. This resulted in
a net gain on settlement related to the cancelation of shares of
$137,712.
On April
16, 2008, the Company entered into an RCSA with an individual. The
settlement stated that the shareholder was to return 1,000 shares for cash
consideration of $100.
Also
during May 2008, the Company received 100,000 shares that had been granted to
one consultant for work that prior management considered had never been
performed. The shares were valued at $32,000 and recorded as consulting expense
in a prior year. The consultant agreed to return the shares and they were
cancelled resulting in a gain in the current period of $32,000.
In July
2008, the Company negotiated the return and cancellation of 2,750,000 shares it
had granted to Immuno Japan upon reaching an agreement for the supply of CHO
cells and the marketing and production of therapeutic proteins. As this
agreement was never implemented, Immuno Japan agreed to return 2,750,000 shares
out of the 4,000,000 that had been issued at the onset, in November
2004. The shares were deemed to have no value.
44
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
6: Stockholders’ Deficit (continued)
During
December 2008, the Company issued 5,000,000 restricted common shares to
Biologics Process Development Inc. pursuant to the exemption contained in
Regulation S for cash aggregating $50,000.
During
December 2008, the Company issued 750,000 common shares to settle a claim
against the company and resulting in a loss on settlement of
$22,500.
During
February 2009, the Company issued 20,000,000 restricted common shares to
Biologics Process Development Inc. pursuant to the exemption contained in
Regulation S for cash aggregating $200,000.
During
February 2009, 17,173,300 shares were issued for conversion of the First Royalty
debenture and payment of interest on the debenture, valued at $801,151 or $0.03
per share.
During
February 2009, 16,500 shares were issued for payment of interest on the
debenture, valued at $3,300 or $0.20 per share.
During
February 2009, 4,200,000 shares were issued for services performed which were
valued at their fair market value totalling $42,000.
Also
during February 2009, the Company received 966,667 shares that had been granted
to one consultant for work that prior management considered had never been
performed. The shares were valued at $248,333 and recorded as consulting expense
in a prior year. The consultant agreed to return the shares and they were
cancelled resulting in a gain in the current period of $248,333.
During
March 2009, the Company repurchased convertible debentures issued to Seurecap
against issuance of 13,661,600 free trading shares valued at $315,465 or $0,05
per shares. The outstanding balance of the debentures stands, as of November 30,
2009 at $30,000.
In April
2009, the Company issued 500,000 free trading shares to Citivac for services
rendered.
In June
2009, the Company issued 2,000,000 free trading shares to Financial Pacific to
settle a claim.
In June
2009, the Company issued 8,333,333 restricted shares to Biologics Process
Development as conversion of the debenture it had bought from First
Royalties.
In July
2009, the Company issued 1,225,000 restricted shares to 9188-5400 Quebec Inc as
interest payment on the First Royalties convertible debentures.
In July
2009, the Company issued 9,000,000 shares to Intas Biopharmaceuticals Ltd to
convert its $180,000 milestone payment made in September 2007 as equity
investment.
In July
2009, the Company issued 37,500,000 restricted shares to Biologics Process
Development for cash investments totalling $250,000.
In August
2009, the Company issued 500,000 free trading shares to Immuno Japan as
settlement to cancel agreement entered into in 2004.
In August
2009, the Company issued 8,333,333 restricted shares to Biologics Process
Development as conversion of the debenture it had bought from First
Royalties.
45
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
6: Stockholders’ Deficit (continued)
In
September 2009, the Company issued 1,250,000 free trading shares to Financial
Pacific to settle a claim against the Company.
In
September 2009, the Company issued 400,000 free trading shares to 6143865 Canada
Inc. to settle payment of a debt that had matured in March 2009.
In
November 2009, the Company issued 500,000 restricted shares to Richard Arcand as
payment for services rendered.
Certain
detachable stock warrants have been granted related to convertible debentures
discussed in
The
following table summarizes the Company’s detachable stock warrant
activities:
|
Number
of Warrants
|
Exercise
Price
|
|||||||
|
Balance
as of July 1, 2003 (Inception)
|
- | $ | - | |||||
|
Warrants
issued
|
- | - | ||||||
|
Warrants
cancelled/expired
|
- | - | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2003
|
- | - | ||||||
|
Warrants
issued
|
- | - | ||||||
|
Warrants
cancelled/expired
|
- | - | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2004
|
- | - | ||||||
|
Warrants
issued
|
- | - | ||||||
|
Warrants
cancelled/expired
|
- | - | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2005
|
- | - | ||||||
|
Warrants
issued
|
- | - | ||||||
|
Warrants
cancelled/expired
|
- | - | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2006
|
3,567,145 | 0.25 | ||||||
|
Warrants
issued
|
2,932,855 | 0.25 | ||||||
|
Warrants
cancelled/expired
|
- | - | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2007
|
6,500,000 | 0.25 | ||||||
|
Warrants
issued
|
- | - | ||||||
|
Warrants
cancelled/expired
|
- | - | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2008
|
6,500,000 | 0.25 | ||||||
|
Warrants
issued
|
- | - | ||||||
|
Warrants
cancelled/expired
|
6,500,000 | 0.25 | ||||||
|
Warrants
exercises
|
- | - | ||||||
|
Balance
as of November 30, 2009
|
- | - | ||||||
Note
7: Commitments and Contingencies
During
the periods covered by these financial statements, the Company issued shares of
common stock and subordinated debentures without registration under the
Securities Act of 1933. Although the Company believes that the sales did not
involve a public offering of its securities and the Company did comply with the
“safe harbor” exemptions from registration, if such exemptions were found not to
apply, this could have a material impact on the Company’s financial position and
results of
operations. In addition, the Company issued shares of common stock pursuant to
Form S-8 registration statements and pursuant to Regulation S. The Company
believes that it complied with the requirements of Form S-8 and Regulation S in
regard to these issuances; however, if it were determined that the Company did
not comply with these provisions, this could have a material impact on the
Company’s financial position and results of operations.
46
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements
November
30, 2009
Note
7: Commitments and Contingencies
In April
2008, the Company decided to award to Innium Technologies of Montreal all its
research and development on the Anti-CD20 project. Viropro will fund the
R&D costs but will retain the entire intellectual property and all rights
relating to the project; in so doing, Viropro has further reduced its fixed
costs but all advances made prior to this agreement have been expensed so as to
reflect the arm’s length relation with Innium.
Note
8: Legal Proceedings
On June 21, 2009, a holder
of a $5,000 Securecap convertible debenture initiated court procedures to
collect payment due at maturity on March 31, 2009. The Company
claims this debenture is not binding and declined to pay the outstanding balance
of $30,000 presumably owed to four individuals. Proceedings have been suspended
by the Court to allow for clarification of request and no further action has
been taken.
On July
13, 2009 HKDP, a supplier to Viropro initiated procedures claiming $37,991.95
for an unpaid bill. Management is contesting the procedure arguing a stay of
execution was exceeded. Services deemed rendered were prior to
2007.
Note
9: Subsequent Events
As per
the Company’s new business plan set forth during the last quarter of 2009, the
Company has undertaken to reorganize and acquire from Intas, its subsidiary,
Biologics Process Development Inc. Intas will then become a direct shareholder
of Viropro Inc. and Viropro will become the public holding company of
operational subsidiaries.
47
Item
9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
On June
21, 2009, the Company announced it had changed auditors from DeJoya Griffith to
Michael Minyard & Co, CP; there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or
procedures.
As
Minyard & Co, CP resigned in December of the same year, KBL Partners was
appointed auditors on December 29, 2009; there were no disagreements on any
matter of accounting principles or practices, financi
al statement disclosure, or
procedures.
Item 9A. Controls
and Procedures
Management’s
Report on Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of 1934
, as amended, is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission ’ s rules and
forms, and that such information is accumulated and communicated to our
management, including our President and Chief Executive Officer (Principal
Executive Officer) and our Vice President and Secretary (Principal Legal and
Compliance Officer), as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, as ours are designed to do, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As of
November 30, 2009, the end of our fiscal year covered by this report, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, we concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management’s authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of November 30, 2009. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework . Our management has concluded that as of November 30, 2009,
our internal control over financial reporting is effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
generally accepted accounting principles. Our management reviewed the results of
their assessment with our Board of Directors.
During
the 2008 fiscal year, we changed several positions in our Company, including a
new Chief Financial Officer and a new Vice-President Legal affairs, with
specific responsibilities for external financial reporting, internal control,
revenue recognition and purchase accounting. We also continue to
enhance our financial system with the use of outside consultants. Finally, we
expect to incur additional costs in the future as we bring our internal control
documentation into compliance with the Sarbanes-Oxley Act (SOX) Section
404. We cannot at this time estimate how long it will take to
complete this process or its ultimate cost.
48
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.
Item 9B. Other
Information.
None.
PART
III
Item 10. Directors,
Executive Officers and Corporate Governance
(A)
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION
OF DIRECTORS
Set forth
below is the name, age and length of service of the Company's present
directors:
|
NAME
|
AGE
|
POSITION
|
LENGTH
OF SERVICE
|
|
Serge
Beausoleil
|
49
|
President
|
From
March 1, 2008
|
|
Claude
Gingras
|
51
|
Vice-president
|
From
March 15, 2008
|
|
Emilio
Binavince
|
69
|
Director
|
From
January 17, 2007
|
|
Rajiv
Datar
|
53
|
Director
|
|
|
Neville
Chamberlain
|
Director
|
||
|
Scott
M. Brown
|
56
|
Director
|
EXECUTIVE
OFFICERS
Set forth
below is the name, age and length of service of the Company's Executive
Officers:
|
NAME
|
AGE
|
POSITION
|
LENGTH
OF SERVICE
|
|
Serge
Beausoleil
|
49
|
President
Chief
Executive Officer
|
From
March 1, 2008 to date
|
|
Claude
Gingras
|
51
|
Vice-President,
Secretary
|
From
March 15, 2008 to date
|
SERGE
BEAUSOLEIL, Director, President and CEO
Mr. Serge
Beausoleil worked for over 12 years in the field of Canadian Securities. He
has held various positions at Lévesque Beaubien Geoffrion (Financière Banque
Nationale), Burns Fry Ltd (Nesbitt Burns), Valeurs Mobilières Dubeau and finally
with CIBC Financial Planning Inc as an Investment Specialist. Mr.
Beausoleil is a successful Entrepreneur having done well in personal businesses
who likes to face new challenges. His previous experience brings strong
expertise in the fields of Finances, Business Management, Sales management,
establishment of marketing strategies, partnership agreements and strategic
alliance negotiations as well as in communications.
Mr. Beausoleil holds a B.B.A. and an M.Sc. in Economics. He has
previously held titles of Chartered Administrator (Adm. A.), Quebec Institute of
Financial Planning (Fin. Pl.), as well as the title of Fellow of the Canadian
Securities Institute (F.C.S.I.)
49
CLAUDE
GINGRAS, Director, Vice-president, Corporate Affairs
For more
than 20 years, Mr. Gingras worked in the securities industry where he has
occupied higher management positions. Over the last 10 years, Mr. Gingras has
acted as consultant in financial engineering, corporate restructuring and legal
documentation. He has also developed and materialized sophisticated investment
products such as Small Business Investment Trusts.
Since
2003, Mr. Gingras has been involved with several Canadian listed companies where
he has successfully structured several millions of dollars in
financing.
Mr.
Gingras graduated in Economics from Laval University and has also held the title
of Fellow of the Canadian Securities Institute (F.C.S.I.)
EMILIO
BINAVINCE, Director
Mr.
Binavince, counsel to the law offices of France Viele, was formerly a partner in
Gowling, Strathy & Henderson. He was educated in the Philippines
(LL.B.), United States (M.C.L., Tulane, LL.M. Harvard) and Germany (Doctoral
Studies, Bonn). He is a member of the Bars of Ontario, Saskatchewan
and the Philippines. He was the founding Chairman, Joint MBA/LL.B.
Program and Co-Director of the Graduate Faculty of Law at the University of
Ottawa. He is an advocate of over thirty years and has appeared as
counsel in all levels of Court including the Supreme Court of Canada and various
administrative tribunals.
Dr RAJIV
V. DATAR, Ph. D., Director
Dr Datar
holds a Ph. D in Bioprocess Technology from the Royal Institute of Technology of
Stockholm, Sweden and Post-Doctorate in Biochemical Engineering from the
Massasuchetts Institute of Technology (MIT). He has graduated as Biochemist /
Chemist from the University of Pune, India and has Post-Graduate studies in
Chemical Engineering from the University of Manchester, United
Kingdom.
With 22
years experience in Biotechnology and Bio-Business in Senior Technical positions
at major pharmaceutical concerns as well as Senior Management positions for
publicly-traded or startup biotech, Dr Datar brings an impressive and extensive
expertise to the Company.
Moreover,
Dr Datar has hands-on knowledge and experience of successful conclusion of
business deals, collaborations (across institutions, companies and countries),
public issues, in-licensing and out-licensing deals, raising capital,
positioning and sale of technologies/departments, takeovers and biotech
start-ups. Dr Datar is also member of several Advisory / Boards
NEVILLE
G. CHAMBERLAIN
Neville
G. Chamberlain is the Chief Executive Officer of ITS. Mr. Chamberlain is also
the Founder and Chairman of the Board of International Acquisitions Services
Inc. (“IAS”). Established in 1978, IAS has originated and placed transactions in
excess of $3billion. These activities have included debt and equity placement,
syndication and sales of a wide variety of commercial, retail and multifamily
residential properties to domestic and offshore investment sources. IAS has also
provided consulting services to several large domestic and offshore
institutions.
50
Dr SCOTT
M. BROWN, Ph. D., Chief Science Officer
Dr. Brown
received his Ph.D. in microbiology from UCLA. After postdoctoral studies
in molecular biology at the University of Colorado, Boulder, he began his career
in the biotechnology industry.
Dr. Brown
has over 20 years of industrial experience in cloning and expressing
heterologous genes in microbial and non-microbial systems as well as protein
purification from native and recombinant sources. He has used cell culture
systems up to 100 L for insect and mammalian cells and up to 1600 L for yeast.
The purification conditions and equipment utilized have matched cell culture in
scale. Dr. Brown has extensive experience scaling purifications using
FPLC, BioPilot and BioProcess systems with columns up to 45 cm in
diameter.
Prior to
his founding Biologics Process Development, Inc. Dr. Brown acted as liaison and
biologics technology transfer supervisor between a prior employer and its
contract research and manufacturing organizations. He has been the
recipient of two SBIR grants and is the author of several US and European
patents in the broad area of drug development and diagnostic
biotechnology.
Currently,
Dr. Brown is President and CSO of Biologics Process Development
(B)
IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
The
Company has no employees.
(C)
FAMILY RELATIONSHIPS
None.
(D)
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
So far as
the Company is aware, no Director or Executive Officer, has been involved in any
material legal proceedings during the past five years.
COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.
All
officers and directors of the Company filed as required under Section 16(a) of
the Securities Exchange Act of 1934, as amended.
Item
11. Executive Compensation
Except as
described below, the Company paid no cash or other compensation to any executive
officer or director of the Company during the fiscal year ended November 30,
2009.
No
executive officers are covered by major medical insurance and disability plans
maintained by the Company.
51
SUMMARY
COMPENSATION TABLE
|
Name
and
|
Long-term
|
|||||||
|
Principal
Position
|
Year
|
Fees
|
Bonus
|
Compensation
|
||||
|
Serge
Beausoleil
|
2009
|
$ | 84,000 |
2,000,000
common shares
|
none
|
|||
|
President
& CEO
|
||||||||
|
Claude
Gingras
|
2009
|
$ | 60,000 |
1,000,000
common shares
|
none
|
|||
|
VP
and Secretary
|
||||||||
|
Serge
Beausoleil
|
2008
|
$ | 65,825 |
none
|
none
|
|||
|
President
& CEO
|
||||||||
|
Claude
Gingras
|
2008
|
$ | 42,800 |
none
|
none
|
|||
|
VP
and Secretary
|
||||||||
|
Jean-Marie
Dupuy
|
2007
|
$ | 92,492 |
none
|
none
|
|||
|
President
& CEO
|
||||||||
|
Gino
Di Iorio
|
2007
|
$ | 47,781 |
none
|
none
|
|||
|
CFO
|
||||||||
|
Jean-Marie
Dupuy
|
2006
|
$ | 84,350 |
none
|
none
|
|||
|
President
& CEO
|
||||||||
|
Gino
Di Iorio
|
2006
|
$ | 41,000 |
none
|
none
|
|||
|
CFO
|
||||||||
Consultants
agreements were executed with both executives. Mr. Beausoleil’s remuneration is
set at $84,000 CDN or $79,439 US using an exchange rate as of November 30, 2009
of 0.9457 and Mr. Gingras at $60,000 CDN, or $56,742 US using an exchange rate
as of November 30, 2008 of 0.9457. Mr. Beausoleil’s agreement came to term on
February 28, 2010 and Mr. Gingras on March 14, 2010. Both agreements call for an
automatic renewal with a 5% increase in remuneration.
(c)
Options/SAR Grants Table
The stock
option plan was approved and filed by the board of directors in July
2008. The plan provides for a a maximum offering price of $0.50 per
share. As at November 30, 2009, there were no options granted to
board members and employees and no options were exercised during this past
year.
(d)
Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value
Table
None.
(e) Long
Term Incentive Plan ("LTIP") Awards Table
None.
(f)
Compensation of Directors
Directors
receive no compensation for the work as directors.
(g)
Employment Contracts and Termination of Employment, and Change-in-Control
Arrangements
52
Serge
Beausoleil and Claude Gingras, both directors and executives of the Company have
signed a one year renewable contractual agreement with the Company. Renewal is
automatic and carries an automatic 5% increase in compensation.
(h)
Report on Re-pricings of Options/SARs
None.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The
following table sets forth, as of November 30, 2009, the number and percentage
of the company's Common Shares owned of record and/or beneficially by each
person owning more than 5% of such Common Shares, by each Director who owns any
shares of the Company and by all officers and directors as a group.
|
Name
|
Number
of Shares Owned
|
Percentage
Owned
|
|||||
|
Serge
Beausoleil (1)
|
11,548 | 3% | |||||
(1)
Directly or indirectly. Mr Beausoleil is Director and
Officer.
Item
13. Certain Relationships and Related Transactions And Director
Independence.
In 2008,
the Company issued a convertible debenture to 9188-5400 Quebec Inc. At the
onset, 9188-5400 Quebec Inc was owned by a party unrelated to the Company but in
the course of Fiscal 2009, a member of the Board and manager of the Company was
granted (no money was
exchanged and control was simply granted as former owner was going
bankrupt) control of the 9188-5400 Qc Inc. This transaction did not
create any conflicts of interest and as all convertible debentures issued to
9188-5400 were repurchased or converted, there is no existing relationship
between the parties at this time.
Item 14. Principal
Accounting Fees and Services
(a)
Audit Fees
Total
audit fees billed for professional services rendered by our principal accountant
for the audit of our annual financial statements and review of quarterly
financial statements will total $49,000 for the year ended November 30, 2009 and
were $44,000 for the year ended November 30, 2008.
(b)
Audit-Related Fees
During
fiscal 2009 and 2008 we were not required to incur any additional audit-related
fees in preparation of our financial statements or otherwise.
(c)
Tax Fees
During
fiscal 2009 and 2008 total tax return preparation fees were $0.00 and $0.00
respectively.
53
(d)
All Other Fees
During fiscal 2009 or 2008 we did not
incur any other fees.
(e) Audit Committee Pre-approval
Policy. The Board of Directors, acting as the audit committee,
annually approves the principal accountants.
PART
IV
Item 15. Exhibits
and Financial Statements Schedules
3. Exhibits
|
Exhibit
No.
|
Description
|
|
|
*23.1
|
—
|
Consent
of Independent Registered Public Accounting Firm
|
|
*24.1
|
—
|
Power
of Attorney (contained in signature page)
|
|
*31.1
|
—
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
*31.2
|
—
|
Certification
of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
*32.1
|
—
|
Certification
of Principal Executive and Principal Financial Officers Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
_____________________
| * |
Filed
herewith.
|
|
|
†
|
Confidential
treatment has been requested for a portion of this exhibit. The
confidential portions of this exhibit have been omitted and filed
separately with the Securities and Exchange
Commission.
|
Pursuant
to the requirements of Section 13 or 15(d) 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.
|
Viropro,
Inc.
|
|||
|
Date: March
15, 2010
|
By:
|
/s/
Serge
Beausoleil
|
|
|
Serge
Beausoleil
|
|||
|
President
and Chief Executive Officer
|
|||
|
Date: March
15, 2010
|
By:
|
/s/
Claude
Gingras
|
|
|
Claude
Gingras
|
|||
|
Vice
President, Finance and Accounting
|
|||
54
Power of Attorney
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Serge Beausoleil and Claude Gingras, or either of them,
each with the power of substitution, his or her attorney-in-fact, to sign any
amendments to this Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, here ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/
SERGE BEAUSOLEIL
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
March
15, 2010
|
|
Arthur
T. Sands, M.D., Ph.D.
|
||
|
/s/
CLAUDE GINGRAS
|
Vice
President, Corporate Affairs
(Principal
Financial and Accounting Officer)
|
March
15, 2010
|
|
Claude
Gingras
|
||
|
/s/
SCOTT M. BROWN
|
Chief
Scientific Officer
|
March
15, 2010
|
|
Dr
Scott M. Brown, Ph. D.
|
||
|
/s/
RAJIV DATAR
|
Director
|
March
15, 2010
|
|
Dr
Rajiv Datar, Ph. D
|
||
|
/s/
NEVILLE CHAMBERLAIN
|
Director
|
March
15, 2010
|
|
Neville
Chamberlain
|
||
|
/s/
EMILIO BINAVINCE
|
Director
|
March
15, 2010
|
|
Emilio
Binavince
|
||
55