Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 To
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to________________
Commission file number 000-30299
UPSTREAM BIOSCIENCES INC.
(Name of small business issuer in its charter)
Nevada 98-0371433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 100 - 570 West 7th Avenue, Vancouver, British
Columbia, Canada V5Z 4S6
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 707-5800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Nil Nil
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001
(Title of class)
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year. $Nil
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of
December 18, 2007.
23,327,710 common shares @ $0.113(1) = $2,636,031
(1) average bid and asked price of such common equity, as of December 18, 2007
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 47,827,710 common shares as of
December 18, 2007
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). N/A
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ ]
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
FORWARD LOOKING STATEMENTS
This annual report contains forward-looking statements as that term is defined
in Section 27A of the United States Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", which may cause our or our industry's actual results,
levels of activity or performance to be materially different from any future
results, levels of activity or performance expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity or performance. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock. Our financial statements are prepared
in accordance with United States generally accepted accounting principles.
As used in this annual report and unless otherwise indicated, the terms "we",
"us" and "our" refer to Upstream Biosciences Inc. and our wholly-owned
subsidiaries.
CORPORATE HISTORY
We were incorporated pursuant to the laws of the State of Nevada on March 20,
2002 under the name Integrated Brand Solutions Inc. and on February 6, 2006, we
changed our name to Upstream Biosciences Inc. We entered into an amended and
restated share exchange agreement dated February 24, 2006, which amended and
restated the terms of a share exchange agreement dated February 3, 2006.
Pursuant to the terms of the amended and restated share exchange agreement, our
company agreed to acquire all of the issued and outstanding stock of Upstream
Canada in exchange for the issuance by our company of 24,000,000 common shares.
The closing of the transactions contemplated in the amended share exchange
agreement and the acquisition of all of the issued and outstanding shares of
Upstream Canada occurred on March 1, 2006. As at the closing date, the former
shareholders of Upstream Canada held 54.2% of the issued and outstanding common
shares of our company. The acquisition of Upstream Canada was deemed to be a
reverse acquisition for accounting purposes. Upstream Canada, the acquired
entity, is regarded as the predecessor entity as of March 1, 2006.
Following our incorporation, we commenced the business as a start-up integrated
marketing services company. We offered integrated marketing services such as
advertising design, advertisement placement strategies, advertising sales,
branding services, website development, marketing plans, and tools to establish
focus groups and media strategies to prospective clients. Additionally, we
offered advertising and integrated marketing and branding services in hopes of
assisting companies in describing their products and services.
We were not successful in implementing our business plan as a marketing and
branding services business. As management of our company investigated
opportunities and challenges in the business of being a marketing and branding
services company, management realized that the business did not present the best
opportunity for our company to realize value for our shareholders. Accordingly,
we abandoned our previous business plan and focused on the identification of
suitable businesses with which to enter into a business opportunity or business
combination.
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BUSINESS SUBSEQUENT TO THE ACQUISITION OF UPSTREAM CANADA
As of the closing date of the amended and restated share exchange agreement on
March 1, 2006, our company commenced the business of developing genetic
diagnostic biomarkers for use in determining a patient's susceptibility to
disease and predicting a patient's response to drugs. Our business strategy is
to generate revenues through licensing our technologies or collaborating with
third parties in the disease susceptibility, biomarkers identification, and drug
response areas of cancer, primarily to companies that develop and/or market
developing diagnostic products.
Our company focuses our research on variations in the untranslated regions of
the human genome. Variations in these regions can be used as diagnostic markers
to predict or aid in the prediction of susceptibility to disease or to predict a
patient's response to drugs. We have identified and filed a provisional patent
application on genetic markers that, following successful development and
testing, may assist in determining the susceptibility of patients to liver
cancer. These markers may also be important for determining the susceptibility
of patients to other types of cancer, such as prostate or colorectal cancer. We
have also filed a provisional patent application on an assay for identifying
genetic markers that may predict a patient's response to a drug. On March 22,
2006, we have identified and filed a provisional patent application on genetic
markers that, following successful development and testing, may assist in
determining the susceptibility of patients to prostate cancer. On September 12,
2006, we identified and filed a provisional patent application on genetic
markers that, following successful development and testing, may assist in
determining the susceptibility of patients to ovarian cancer. On September 26,
2006, we identified and filed a provisional patent application on genetic
markers that, following successful development and testing, may assist in
determining the susceptibility of patients to thyroid cancer.
We incorporate data, ideas and methods from disciplines such as mathematics,
computer science, biochemistry, evolutionary biology, literature mining, pattern
recognition and network analysis and apply such information in a manner that
permits us to understand the genetic basis of human disease and the role that
variations in genes and their related gene regulatory regions play in the onset
of disease, particularly cancer. If successful, we believe that our research and
development will result in predictive models, discovery engines and related
technologies, which will enable us to develop potential diagnostic markers. The
presence, absence, varying quantities, and varying composition of molecules
provide information about the development of a disease or other physiological
condition. A molecule that provides this information is referred to as a
diagnostic marker. In order to develop a diagnostic marker, we must identify a
correlation between the presence of a particular variation of a molecule and a
disease or other physiological condition. Once a correlation is identified, we
must develop a method for identifying the correlation. Our goal is to develop
our research into marketable diagnostic markers that are easy to perform,
sensitive, consistent, safe, inexpensive and cover an attractive market segment.
We are currently developing platforms and related technologies that we hope will
enable the discovery of marketable diagnostic markers to aid in the disease
susceptibility and drug response areas of cancer. We are currently developing
our technologies which will enable us to identify and prioritize potential
diagnostic markers. Our goal is to develop our platforms and related
technologies to identify a variety of novel gene regulatory regions with
potential applications in diagnostics. Our business strategy is to understand
the relationship between genetic regulation, proteins and human diseases in
order to develop molecular diagnostic products. Through our research and
development, we intend to identify important disease genes, the proteins they
produce, and the biological pathways in which they are involved to better
understand the underlying molecular basis for the cause of human disease.
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BUSINESS SUBSEQUENT TO THE ACQUISITION OF PACIFIC PHARMA TECHNOLOGIES INC.
("PPT")
On August 24, 2007, we acquired 100% of Pacific Pharma Technologies Inc. a
Canadian early stage biopharmaceutical company that has developed a proprietary
technology platform that combines artificial intelligence, advanced
computational methods and chemical diversity techniques to discover new drug
candidates. As of the closing date we commenced the business of developing
biotechnology drugs for certain infectious diseases and cancers. Our business
strategy is to generate revenues through either licensing of our technology or
sales of our products once commercial or collaborating with third party
companies that develop and/or market biopharmaceuticals and pharmaceuticals
internationally.
PPT was acquired by our company from its founders, Mr. Gary Morrison and Dr.
Artem Cherkasov. The PPT technology, together with several compounds that are
identified by PPT's founders as potential drug candidates for pre-clinical
testing, were developed by Dr. Artem Cherkasov, a faculty member in the
Department of Infectious Diseases in the Faculty of Medicine at the University
of British Columbia, and a current member of Upstream's Scientific Advisory
Board. Subsequent to the acquisition of PPT, Dr. Artem Cherkasov has entered
into a multi-year consulting agreement with Upstream.
The technology developed by PPT, and subsequently acquired by our company, has
generated novel compounds that in preliminary and pre-clinical laboratory
studies suggest human and veterinary potential against certain tropical
parasitic diseases. Screening analyses and diversity generation chemistry are
then applied to produce an array of potential drug candidates. On June 13, 2007,
PPT filed a provisional patent with the United States Patent and Trademark
Office with respect to technology developed by its founders. On November 7, 2007
and subsequent to the end of our September 30, 2007 fiscal year end, we filed an
additional provisional patent entitled "Method for combining 3D quantitative
chemical structure activity relationships (QSAR) of compounds with genetic
variation of drug targets and metabolic enzymes to optimize efficacy, provide
predictive toxicology, and address drug resistant microorganisms" based on
technology developed post-acquisition of PPT.
We have not generated any revenues from our technologies to date. We are a
development stage company and we anticipate that we will require significant
time and financing before our technologies are developed to a marketable state.
Without adequate funding, it is management's intention to complete current
research and development efforts associated with our biomarker program and wait
until sufficient financial resources exist prior to spending additional and
significant funds for the commercialization of our biomarker program. The
company's management and Board of Directors will continue to evaluate and
determine the most effective use of available funds for its future research and
development programs, including those programs related to diagnostic biomarkers,
biomarkers for a drug response assay, as well as, our drug development research
and development efforts. Depending on the level of financing and resources
available to us we may further develop our pharmaceutical business, or biomarker
business, or if possible, both. Once we have developed our technologies to
commercialization, we could generate revenues in one of two ways. We may elect
to license our diagnostic biomarkers and/or our drug candidates to third parties
or we may elect to enter into joint ventures or other collaborations with third
parties such as pharmaceutical, biotechnology and diagnostics companies, with
the aim that they will develop and commercialize our discoveries into
therapeutic, biopharmaceutical or diagnostic products. If such a collaboration
is successful, we will seek to receive payments upon the successful completion
of certain predetermined developmental stages and milestones, and receive
royalties from the sales of the drugs and/or diagnostics kits, which will be
based on our discoveries.
To date and during the twelve month period ended September 30, 2007, we did not
generate any revenues from the licensing of our technologies or sale of products
relating to our technologies.
Our company had 47,827,710 common shares issued and outstanding as of September
30, 2007.
COMPETITION
The biotechnology and pharmaceutical industries are highly competitive. Numerous
entities in the United States and elsewhere compete with our efforts to
commercialize our technologies. Our competitors include pharmaceutical,
biomedical, biotechnology and diagnostic companies, academic and research
institutions and governmental and other publicly and privately funded research
agencies. We face, and expect to continue to face, competition from these
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entities to the extent that they develop products that have a function similar
or identical to the function of our technologies. We also face, and expect to
continue to face, competition from entities that seek to discover therapeutic
and diagnostic products.
Because many of our competitors have substantially greater capital resources and
more experience in research and development, manufacturing and marketing than we
do, we may not succeed in developing our proposed products and bringing them to
market in a cost-effective and timely manner.
We are a development stage company engaged exclusively in research and
development. We have not yet completed the development of our first product and
have no revenue from operations. As a result, we may have difficulty competing
with larger, established biomedical and pharmaceutical companies and
organizations such as the following publicly traded companies: Compugen, Ltd.,
Epigenomics AG, Myriad Genetics, Inc. and Diagnocure Inc. These companies and
organizations have much greater financial, technical, research, marketing,
sales, distribution, service and other resources than us. Moreover, they may
offer broader product lines, services and have greater name recognition than we
do, and may offer discounts as a competitive tactic.
The technologies for discovering genes that predispose persons to major diseases
and approaches for commercializing those discoveries are new and rapidly
evolving. Rapid technological developments may result in our potential services,
products, or processes becoming obsolete before we recover a significant portion
of our related research and development costs and any capital expenditures that
we may incur. If we do not discover additional disease-predisposing genes,
characterize their functions, develop predictive medicine products and related
information services based on such discoveries, obtain regulatory and other
approvals, and launch such services or products before our competitors, we may
be adversely affected. Moreover, any products and technologies that we may
develop may be made obsolete by less expensive or more effective tests or
methods that may be developed from our competitors in the future.
INTELLECTUAL PROPERTY
PATENT APPLICATIONS
Our company has filed seven provisional patent applications. We have identified
and filed a provisional patent application on genetic markers that, following
successful development and testing, may assist in determining the susceptibility
of patients to liver cancer. These markers may also be important for determining
the susceptibility of patients to other types of cancer, such as prostate or
colorectal cancer. We have also filed a provisional patent application on an
assay for identifying genetic markers that may predict a patient's response to a
drug. On March 22, 2006, we identified and filed a provisional patent
application on genetic markers that, following successful development and
testing, may assist in determining the susceptibility of patients to prostate
cancer. On September 12, 2006, we identified and filed a provisional patent
application on genetic markers that, following successful development and
testing, may assist in determining the susceptibility of patients to ovarian
cancer. On September 26, 2006, we identified and filed a provisional patent
application on genetic markers that, following successful development and
testing, may assist in determining the susceptibility of patients to thyroid
cancer. On June 13, 2007, Pacific Pharma Technologies Inc. (PPT), our wholly
owned subsidiary, filed a provisional patent with the United States Patent and
Trademark Office with respect to technology developed by its founders. On
November 7, 2007 and subsequent to the end of our September 30, 2007 fiscal year
end, we filed an additional provisional patent entitled "Method for combining 3D
quantitative chemical structure activity relationships (QSAR) of compounds with
genetic variation of drug targets and metabolic enzymes to optimize efficacy,
provide predictive toxicology, and address drug resistant microorganisms" based
on technology developed post-acquisition of PPT.
The validity and breadth of claims in medical technology patents involve complex
legal and factual questions and, therefore, may be highly uncertain. No
assurance can be given that any patents based on pending patent applications or
any future patent applications by us, or any future licensors, will be issued,
that the scope of any patent protection will exclude competitors or provide
competitive advantages to us, that any of the provisional patent applications
that have been or may be issued to us or our licensors will be held valid if
subsequently challenged or that others will not claim rights in or ownership of
the provisional patent applications and other proprietary rights held or
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licensed by us. Furthermore, there can be no assurance that others have not
developed or will not develop similar products, duplicate any of our technology
or design around any patents that may be issued to us or our licensors. Since
provisional patent applications in the United States are maintained in secrecy
until patents are issued, we also cannot be certain that others have not or will
not file prior applications for inventions covered by our, and our licensors'
pending patent applications, nor can we be certain that we will not infringe any
patents that may be issued to others on such applications.
Our success will also depend in part on our ability to commercialize our
technology without infringing the proprietary rights of others. We have not
conducted freedom of use patent searches and no assurance can be given that
patents do not exist or could not be filed which would have an adverse affect on
our ability to market our technology or maintain our competitive position with
respect to our technology. If our technologies or subject matter are claimed
under other existing United States or foreign patents or are otherwise protected
by third party proprietary rights, we may be subject to infringement actions. In
such event, we may challenge the validity of such patents or other proprietary
rights or we may be required to obtain licenses from such companies in order to
develop, manufacture or market our technology. There can be no assurances that
we will be able to obtain such licenses or that such licenses, if available, may
be obtained on commercially reasonable terms. Furthermore, the failure to either
develop a commercially viable alternative or obtain such licenses may result in
delays in marketing our proposed technology or the inability to proceed with the
development, manufacture or sale of products requiring such licenses, which may
have a material adverse affect on our business, financial condition and results
of operations. If we are required to defend ourselves against charges of patent
infringement or to protect our proprietary rights against third parties,
substantial costs will be incurred regardless of whether we are successful. Such
proceedings are typically protracted with no certainty of success. An adverse
outcome could subject us to significant liabilities to third parties and force
us to curtail or cease our development and commercialization of our technology.
DOMAIN NAMES
We own and operate the following registered internet domain name:
www.upstreambio.com. The information contained on our website does not form part
of this annual report.
GENERAL
We also rely on trade secrets and unpatentable know-how that we seek to protect,
in part, by confidentiality agreements. We intend to require all future
employees, consultants, contractors, manufacturers, outside scientific
collaborators and sponsored researchers, directors on our board, technical
review board and other advisors to execute confidentiality agreements upon the
commencement of employment or consulting relationships with us. These agreements
will provide that all confidential information developed or made known to the
individual during the course of the individual's relationship with us is to be
kept confidential and not disclosed to third parties except in specific limited
circumstances. We intend to require signed confidentiality or material transfer
agreements from any company that receives confidential information from our
company. We intend to ensure that, in the case of employees, consultants and
contractors, any agreements that our company enters into with such persons will
generally provide that all inventions conceived by the person while rendering
services to us shall be assigned to us as the exclusive property of our company.
We can offer no assurance, however, that all persons who we seek to sign such
agreements will sign, or if they do, that these agreements will not be breached,
that we will have adequate remedies for any breach, or that our trade secrets or
unpatentable know-how will not otherwise become known or be independently
developed by competitors.
GOVERNMENTAL REGULATION
Our research and development activities and the manufacturing and marketing of
our technology are subject to the laws and regulations of governmental
authorities in the United States and any other countries in which our technology
is ultimately marketed. In the United States, the Food and Drug Administration,
or FDA, among other activities, regulates new product approvals to establish
safety and efficacy of the types of products and technologies our company is
currently developing. Governments in other countries have similar requirements
for testing and marketing.
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Regulation by governmental authorities in the United States and foreign
countries is a significant factor in the development, manufacture and marketing
of our proposed technologies and in our ongoing research and development
activities.
The products and technologies that we are currently researching and developing
will require regulatory approval by governmental agencies prior to
commercialization. Various federal statutes and regulations also govern or
influence the testing, manufacturing, safety, labeling, storage, record keeping,
and marketing of therapeutic products. The process of obtaining these approvals
and the subsequent compliance with applicable statutes and regulations require
the expenditure of substantial time and financial resources. Any failure by us
or our collaborators, licensors or licensees to obtain, or any delay in
obtaining regulatory approval, could have a material adverse effect on our
business.
FDA APPROVAL
The FDA sets out guidelines for clinical trials which are conducted in order to
obtain FDA approval. Clinical trials are required to find effective treatments
to improve health. All clinical trials are based on a protocol which is a study
plan that describes the type of people who may participate in the trial, the
schedule of tests and procedures, and the length of the study.
Most clinical trials in the United States must be approved and monitored by an
Institutional Review Board, or IRB, to make sure the risks of the trial are as
low as possible and are worth any potential benefits. All institutions that
conduct or support biomedical research are required by federal regulation to
have an IRB that initially approves and periodically reviews the research.
Upon successful completion of a clinical trial validation study, an application
based on the results of the clinical trial is submitted for FDA approval. Upon
receipt of FDA approval, the diagnostic screening test is ready for
commercialization.
In the United States, clearance or approval to commercially distribute new
medical devices or products is received from the FDA through clearance of a
510(k) pre-market notification, or 510(k), or approval of a premarket approval
application, or PMA. It may take from three to nine months from submission to
obtain 510(k) clearance, but may take longer or clearance may not be obtained at
all. The FDA may determine that additional information is needed before approval
to distribute the product is given.
For any products that are cleared through the 510(k) pre-market notification
process, modifications or enhancements that may significantly affect safety or
constitute a major change in the intended use of the product will require new
510(k) submissions.
A PMA application must be filed if a proposed product is not substantially
equivalent to a medical product first marketed prior to May 1976, or if
otherwise required by the FDA. The PMA approval process can be expensive,
uncertain and lengthy, and a number of products for which other companies have
sought FDA approval of a PMA application have never been approved for marketing.
It generally takes from six to eighteen months from submission to obtain PMA
approval, but it may take longer or the submission may not be approved at all.
In order to obtain FDA approval of a new medical product, sponsors must
generally submit proof of safety and efficacy. In some cases, such proof entails
extensive pre-clinical and clinical laboratory tests. The testing and
preparation of necessary applications and processing of those applications by
the FDA is expensive and may take several years to complete. There can be no
assurance that the FDA will act favorably or in a timely manner in reviewing
submitted applications, and we may encounter significant difficulties or costs
in our efforts to obtain FDA approval. Such circumstances may delay or preclude
us from marketing any products we may develop. The FDA may also require
post-marketing testing and surveillance of approved products, or place other
conditions on the approvals. These requirements may create difficulties for our
company to sell the products and may increase the costs of such products which
may restrict the commercial applications of such products. Product approvals may
be withdrawn if compliance with regulatory standards is not maintained or if
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problems occur following initial marketing. For patented technologies, delays
imposed by the governmental approval process may materially reduce the period
during which we will have the exclusive right to exploit such technologies.
If human clinical trials of a proposed medical product are required, the
manufacturer or distributor of the product will have to file an Investigational
Device Exemption or Investigational New Drug submission with the FDA prior to
commencing human clinical trials. The submission must be supported by data,
typically including the results of pre-clinical and laboratory testing.
Following submission of the Investigational Device Exemption or Investigational
New Drug, the FDA has 30 days to review the application and raise safety and
other clinical trial issues. If we are not notified of objections within that
period, clinical trials may be initiated, and human clinical trials may commence
at a specified number of investigational sites with the number of patients
approved by the FDA.
RESEARCH AND DEVELOPMENT
Our research and development costs primarily consist of research programs
related to the development of drug candidates for the treatment of infectious
diseases and cancers, biomarker validation expenses and biomarker assay related
expenses. We estimate that our research and development expenditures, for the
next twelve months will be approximately $550,000 as follows: $100,000 for
tissue and sera sample acquisition; $350,000 for third party lab and testing
services; $50,000 for third party drug candidate manufacturing services; and
$50,000 for added research personnel costs.
EMPLOYEES
We currently have two employees consisting of Joel Bellenson as our Chief
Executive Officer and Dexster Smith as our President, Secretary and Treasurer.
Tim Fernback acts as our Chief Financial Officer pursuant to the terms of a
management contract between our company and TCF Ventures Corp., a wholly-owned
subsidiary of Mr. Fernback. We have also entered into a consulting agreement
with Dr. Artem Cherkasov to pay $50,000 per year plus the equivalent amount in
restricted common shares for his consulting services. We plan to hire additional
employees when circumstances warrant.
CUSTOMERS
As we are in the development stage of our business, we do not currently have any
customers of our technologies.
SUPPLIERS
Our company is not reliant upon any suppliers for the research and development
of our technologies.
REPORT TO SECURITY HOLDERS
We are not required to deliver an annual report to our stockholders but will
voluntarily send an annual report, together with our annual audited financial
statements. Any Securities and Exchange Commission filings that we do file will
be available to the public over the internet at the Securities and Exchange
Commission's website at http://www.sec.gov.
The public may read and copy any materials filed by us with the Securities and
Exchange Commission at the Securities and Exchange Commission's Public Reference
Room at 100 F Street, NE, Washington DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. We are an electronic filer. The
Securities and Exchange Commission maintains an internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Securities and Exchange Commission.
The internet address of the site is http://www.sec.gov.
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RISK FACTORS
Much of the information included in this annual report includes or is based upon
estimates, projections or other "forward-looking statements". Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other "forward-looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
"forward-looking statements".
Our common shares are considered speculative during the development of our new
business operations. Prospective investors should consider carefully the risk
factors set out below.
RISKS RELATED TO OUR BUSINESS
WE HAVE HAD NEGATIVE CASH FLOWS FROM OPERATIONS SINCE INCEPTION. WE WILL REQUIRE
SIGNIFICANT ADDITIONAL FINANCING, THE AVAILABILITY OF WHICH CANNOT BE ASSURED,
AND IF OUR COMPANY IS UNABLE TO OBTAIN SUCH FINANCING, OUR BUSINESS MAY FAIL.
To date, we have had negative cash flows from operations and have depended on
sales of our equity securities and debt financing to meet our cash requirements.
Our ability to develop and, if warranted, commercialize our technologies, will
be dependent upon our ability to raise significant additional financing. If we
are unable to obtain such financing, we will not be able to fully develop our
business. Specifically, we will need to raise additional funds to:
- support our planned growth and carry out our business plan;
- continue scientific progress in our research and development programs;
- address costs and timing of conducting clinical trials and seek
regulatory approvals and patent prosecutions;
- address competing technological and market developments;
- establish additional collaborative relationships; and
- market and develop our technologies.
We may not be able to obtain additional equity or debt financing on acceptable
terms as required. Even if financing is available, it may not be available on
terms that are favorable to us or in sufficient amounts to satisfy our
requirements. If we require, but are unable to obtain, additional financing in
the future, we may be unable to implement our business plan and our growth
strategies, respond to changing business or economic conditions, withstand
adverse operating results and compete effectively. More importantly, if we are
unable to raise further financing when required, we may be forced to scale down
our operations and our ability to generate revenues may be negatively affected.
WE HAVE A HISTORY OF LOSSES AND NOMINAL OPERATING RESULTS, WHICH RAISE
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
9
Since inception through the annual period ended September 30, 2007, we have
incurred aggregate net losses of $3,719,165 from operations. We can offer no
assurance that we will operate profitably or that we will generate positive cash
flow in the future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within our control,
such as the level of competition and general economic conditions.
Our company's operations will be subject to all the risks inherent in the
establishment of a developing enterprise and the uncertainties arising from the
absence of a significant operating history. No assurance can be given that we
may be able to operate on a profitable basis.
Due to the nature of our business and the early stage of our development, our
securities must be considered highly speculative. We are engaged in the business
of developing and commercializing genetic biomarkers, which technology is in the
development stage and we have not commenced the regulatory approval process for
our technology. We have not realized a profit from our operations to date and
there is little likelihood that we will realize any profits in the short or
medium term. Any profitability in the future from our business will be dependent
upon the successful commercialization or licensing of our core technology, which
itself is subject to numerous risk factors as set forth herein.
We expect to continue to incur development costs and operating costs.
Consequently, we expect to incur operating losses and negative cash flows until
our technology gains market acceptance sufficient to generate a sustainable
level of income from the commercialization or licensing of our technology. Our
history of losses and nominal operating results raise substantial doubt about
our ability to continue as a going concern, as described in the explanatory
paragraph in our company's independent registered public accounting firm's audit
report dated December 10, 2007 which is included in this annual report.
WE CURRENTLY HOLD NO PATENTS ON OUR PROPRIETARY TECHNOLOGY AND IF WE ARE NOT
ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, OUR COMPANY WILL SUFFER A MATERIAL
ADVERSE EFFECT.
We currently have seven provisional patent applications of our technologies. We
currently rely on the provisional patent applications and trade secrets to
protect our proprietary intellectual property.
The departure of any of our management or any significant technical personnel or
consultants we may hire in the future, the breach of their confidentiality and
non-disclosure obligations, or the failure to achieve our intellectual property
objectives may have a material adverse effect on our business, financial
condition and results of operations. We believe our success depends upon the
knowledge and experience of our management and our ability to market our
existing technology and to develop new technologies.
While we believe that we have adequately protected our proprietary technology,
and we intend to take all appropriate and reasonable legal measures to protect
it in the future, the use of our technology by a competitor could have a
material adverse effect on our business, financial condition and results of
operations. Our ability to compete successfully and achieve future revenue
growth will depend, in part, on our ability to protect our proprietary
technology and operate without infringing upon the rights of others. We may not
be able to successfully protect our proprietary technology, and our proprietary
technology may otherwise become known or similar technology may be independently
developed by competitors. Competitors may discover novel uses, develop similar
or more marketable technologies or offer services similar to our company at
lower prices. We cannot predict whether our technologies and services will
compete successfully with the technologies and services of existing or emerging
competitors.
OUR INABILITY TO COMPLETE OUR PRODUCT DEVELOPMENT ACTIVITIES SUCCESSFULLY MAY
SEVERELY LIMIT OUR ABILITY TO OPERATE AND FINANCE OPERATIONS.
Commercialization of our core technology will require significant additional
research and development as well as substantial clinical trials. For our
biomarker technologies, we believe that the United States will be the principal
market for our technology, although we may elect to expand into Japan and
Western Europe. With regards to our drug technologies for certain infectious
diseases and cancers, we believe that Africa and Asia will be the principal
10
market for our technology, although we may elect to expand into Central and
South America, Europe and the Middle East. We may not be able to successfully
complete development of our core technology, or successfully market our
technology. We, and any of our potential collaborators, may encounter problems
and delays relating to research and development, regulatory approval and
intellectual property rights of our technology. Our research and development
programs may not be successful. Our core technology may not prove to be safe and
efficacious in clinical trials, and we may not obtain the intended regulatory
approvals for our core technology. Whether or not any of these events occur, we
may not have adequate resources to continue operations for the period required
to resolve the issue delaying commercialization and we may not be able to raise
capital to finance our continued operations during the period required for
resolution of that issue.
WE MAY LOSE OUR COMPETITIVENESS IF WE ARE NOT ABLE TO PROTECT OUR PROPRIETARY
TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS AGAINST INFRINGEMENT, AND ANY
RELATED LITIGATION MAY BE TIME-CONSUMING AND COSTLY.
Our success and ability to compete depends to a significant degree on our
proprietary technology. If any of our competitors copy or otherwise gain access
to our proprietary technology or develop similar technologies independently, we
may not be able to compete as effectively. The measures we have implemented to
protect our proprietary technology and other intellectual property rights are
currently based upon a combination of provisional patent applications,
technology licenses and trade secrets. This, however, may not be adequate to
prevent the unauthorized use of our proprietary technology and our other
intellectual property rights. Further, the laws of foreign countries may provide
inadequate protection of such intellectual property rights. We may need to bring
legal claims to enforce or protect such intellectual property rights. Any
litigation, whether successful or unsuccessful, may result in substantial costs
and a diversion of our company's resources. In addition, notwithstanding our
rights to our intellectual property, other persons may bring claims against us
alleging that we have infringed on their intellectual property rights or claims
that our intellectual property rights are not valid. Any claims against us, with
or without merit, could be time consuming and costly to defend or litigate,
divert our attention and resources, result in the loss of goodwill associated
with our business or require us to make changes to our technology.
IF OUR PROVISIONAL PATENT APPLICATIONS AND PROPRIETARY RIGHTS DO NOT PROVIDE
SUBSTANTIAL PROTECTION, THEN OUR BUSINESS AND COMPETITIVE POSITION WILL SUFFER.
Our success depends in large part on our ability to develop, commercialize and
protect our proprietary technology. However, patents may not be granted on any
of our provisional or future patent applications. Also, the scope of any future
patent may not be sufficiently broad to offer meaningful protection. In
addition, any patents granted to us in the future may be successfully
challenged, invalidated or circumvented so that such patent rights may not
create an effective competitive barrier.
OUR COMPANY MAY BECOME SUBJECT TO INTELLECTUAL PROPERTY LITIGATION WHICH MAY
HARM OUR BUSINESS.
Our success depends in part on our ability to develop commercially viable
products without infringing the proprietary rights of others. Although we have
not been subject to any filed infringement claims, other patents could exist or
could be filed which may prohibit or limit our ability to market our products or
maintain a competitive position. In the event of an intellectual property
dispute, we may be forced to litigate. Intellectual property litigation may
divert management's attention from developing our technology and may force us to
incur substantial costs regardless of whether we are successful. An adverse
outcome could subject us to significant liabilities to third parties, and force
us to curtail or cease the development and commercialization of our technology.
IF OUR COMPANY COMMERCIALIZES OR TESTS OUR TECHNOLOGY, OUR COMPANY WILL BE
SUBJECT TO POTENTIAL PRODUCT LIABILITY CLAIMS THAT MAY AFFECT OUR EARNINGS AND
FINANCIAL CONDITION.
We face an inherent business risk of exposure to product liability claims in the
event that the use of our core technology during research and development
efforts, including clinical trials, or after commercialization, results in
adverse affects. As a result, we may incur significant product liability
exposure, which may exceed any insurance coverage that we obtain in the future.
Even if we elect to purchase such issuance in the future, we may not be able to
11
maintain adequate levels of insurance at reasonable cost and/or reasonable
terms. Excessive insurance costs or uninsured claims may increase our operating
loss and affect our financial condition.
WE HAVE NOT GENERATED ANY REVENUES FROM OPERATIONS AND IF WE ARE UNABLE TO
DEVELOP MARKET SHARE AND GENERATE SIGNIFICANT REVENUES FROM THE
COMMERCIALIZATION OR LICENSING OF OUR TECHNOLOGY, THEN OUR BUSINESS MAY FAIL.
We operate in a highly competitive industry and our failure to compete
effectively and generate income through the commercialization or licensing of
our technology may adversely affect our ability to generate revenue. The
business of developing genetic biomarkers and biotechnology drug development are
both highly competitive and subject to frequent technological innovation with
improved price and/or performance characteristics. There can be no assurance
that our new or existing technologies will gain market acceptance. Management is
aware of similar technologies that our technology, when developed to a stage of
commercialization, will compete directly against. Many of our competitors have
greater financial, technical, sales and marketing resources, better name
recognition and a larger customer base than ours. In addition, many of our large
competitors may offer customers a broader or superior range of services and
technologies. Some of our competitors may conduct more extensive promotional
activities and offer lower commercialization and licensing costs to customers
than we do, which could allow them to gain greater market share or prevent us
from establishing and increasing our market share. Increased competition in the
genetic biomarker industry and the drug development industry may result in
significant price competition, reduced profit margins or loss of market share,
any of which may have a material adverse effect on our ability to generate
revenues and successfully operate our business. Our competitors may develop
technologies superior to those that our company is currently developing. In the
future, we may need to decrease our prices if our competitors lower their
prices. Our competitors may be able to respond more quickly to new or changing
opportunities, technologies and customer requirements. Such competition will
potentially affect our chances of achieving profitability, and ultimately affect
our ability to continue as a going concern.
RAPID TECHNOLOGICAL CHANGES IN OUR INDUSTRY MAY RENDER OUR TECHNOLOGY
NON-COMPETITIVE OR OBSOLETE AND CONSEQUENTLY AFFECT OUR ABILITY TO GENERATE
FUTURE REVENUES.
The genetic biomarker and biotechnology drug development industries are
characterized by rapidly changing technology, evolving industry standards and
varying customer demand. We believe that our success will depend on our ability
to generate income through the commercialization and licensing of our technology
and that it will require us to continuously develop and enhance our technology
that is currently being developed and introduce new and more technologically
advanced technologies promptly into the market. We can make no assurance that
our technology will not become obsolete due to the introduction of alternative
technologies. If we are unable to continue to develop and introduce new genetic
biomarkers, new biotechnology drugs and drug candidates to meet technological
changes and changes in market demands, our business and operating results,
including our ability to generate revenues, may be adversely affected.
IF WE FAIL TO EFFECTIVELY MANAGE THE GROWTH OF OUR COMPANY AND THE
COMMERCIALIZATION OR LICENSING OF OUR TECHNOLOGY, OUR FUTURE BUSINESS RESULTS
COULD BE HARMED AND OUR MANAGERIAL AND OPERATIONAL RESOURCES MAY BE STRAINED.
As we proceed with the development of our technology and the expansion of our
marketing and commercialization efforts, we expect to experience significant
growth in the scope and complexity of our business. We will need to add staff to
market our services, manage operations, handle sales and marketing efforts and
perform finance and accounting functions. We anticipate that we will be required
to hire a broad range of additional personnel in order to successfully advance
our operations. This growth is likely to place a strain on our management and
operational resources. The failure to develop and implement effective systems,
or to hire and retain sufficient personnel for the performance of all of the
functions necessary to effectively service and manage our potential business, or
the failure to manage growth effectively, could have a material adverse effect
on our business and financial condition.
FAILURE TO OBTAIN AND MAINTAIN REQUIRED REGULATORY APPROVALS WILL SEVERELY LIMIT
OUR ABILITY TO COMMERCIALIZE OUR TECHNOLOGY.
12
We believe that it is important for the success of our business to obtain the
approval of the Food and Drug Administration in the United States (FDA) before
we commence commercialization of our technology in the United States, the
principal market for our biomarker technology and internationally. Furthermore
we believe that it is important for the success of our business to obtain the
approval of the FDA or similar international drug regulatory bodies, before we
can commence the commercialization of our biotechnology drug candidates in their
respective international markets. We may also be required to obtain additional
approvals from foreign regulatory authorities to apply for any sales activities
we may carry out in those jurisdictions. If we cannot demonstrate the safety,
reliability and efficacy of our technology, the FDA or other regulatory
authorities could delay or withhold regulatory approval of our technology.
Even if we obtain regulatory approval of our technology, that approval may be
subject to limitations on the indicated uses for which it may be marketed. Even
after granting regulatory approval, the FDA and other regulatory agencies and
governments in other countries will continue to review and inspect any future
marketed products as well as any manufacturing facilities that we may establish
in the future. Later discovery of previously unknown problems with a product or
facility may result in restrictions on the product, including a withdrawal of
the product from the market.
Further, governmental regulatory agencies may establish additional regulations
which could prevent or delay regulatory approval of our technology.
EVEN IF WE OBTAIN REGULATORY APPROVAL TO COMMERCIALIZE OUR TECHNOLOGY, LACK OF
COMMERCIAL ACCEPTANCE MAY IMPAIR OUR BUSINESS.
Our product development efforts are primarily directed toward obtaining
regulatory approval to market genetic diagnostic markers and biotechnology
drugs. Diagnostic markers for cancer, as well as, biotechnology drugs for
certain cancers and infectious diseases, have been widely available for a number
of years, and our technology may not be accepted by the marketplace as readily
as these or other competing products, processes and methodologies. Additionally,
our technology may not be employed in all potential applications being
investigated, and any reduction in applications may limit the market acceptance
of our technology and our potential revenues. As a result, even if our
technology is developed into a marketable technology and we obtain all required
regulatory approvals, we cannot be certain that our technology will be adopted
at a level that would allow us to operate profitably.
IF WE DO NOT KEEP PACE WITH OUR COMPETITORS, TECHNOLOGICAL ADVANCEMENTS AND
MARKET CHANGES, OUR TECHNOLOGY MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER.
The market for our technology is very competitive, is subject to rapid
technological changes and varies for different individual products. We believe
that there are potentially many competitive approaches being pursued that
compete with our technology, including some by private companies for which
information is difficult to obtain.
Many of our competitors have significantly greater resources and have developed
products and processes that directly compete with our technology. Our
competitors may develop, or may in the future develop, new technologies that
directly compete with our technology or even render our technology obsolete. Our
technology is designed to develop diagnostic products as well as treatments for
certain diseases. Even if we are able to demonstrate improved or equivalent
results from our technology, researchers and practitioners may not use our
technology and we may suffer a competitive disadvantage. Finally, to the extent
that others develop new technologies that address the targeted application for
our current technology, our business will suffer.
OUR ABILITY TO HIRE AND RETAIN KEY PERSONNEL WILL BE AN IMPORTANT FACTOR IN THE
SUCCESS OF OUR BUSINESS AND A FAILURE TO HIRE AND RETAIN KEY PERSONNEL MAY
RESULT IN OUR INABILITY TO MANAGE AND IMPLEMENT OUR BUSINESS PLAN.
We are highly dependent upon our management personnel such Joel Bellenson and
Dexster Smith because of their experience developing genetic diagnostic markers
and bioinformatics software as it relates to drug development. The loss of the
services of one or more of these individuals may impair management's ability to
operate our company. We have not purchased key man insurance on any of these
individuals, which insurance would provide us with insurance proceeds in the
event of their death. Without key man insurance, we may not have the financial
13
resources to develop or maintain our business until we could replace the
individual or to replace any business lost by the death of that person. The
competition for qualified personnel in the markets in which we operate is
intense. In addition, in order to manage growth effectively, we must implement
management systems and recruit and train new employees. We may not be able to
attract and retain the necessary qualified personnel. If we are unable to retain
or to hire qualified personnel as required, we may not be able to adequately
manage and implement our business.
WE WILL DEPEND UPON THE ESTABLISHMENT OF RELATIONSHIPS WITH THIRD PARTIES TO
TEST OUR TECHNOLOGIES AND ANY RELATIONSHIP MAY REQUIRE OUR COMPANY TO SHARE
REVENUES AND TECHNOLOGY.
Management anticipates that it will be crucial to identify the degree of
elevated or reduced risk of a particular disease or medication based on a
particular variation or combination of variations. To do so will require access
to samples of patients who have had the diseases in question as well as normal
populations. And for each of these collections of samples, it will be important
to note the demographic and epidemiological ranges covered by the collection.
This would entail establishing relationships with clinics, hospitals,
universities and companies that have repositories of biological samples with
carefully curated patient disease and demographic information. These
relationships have various confidentiality provisions that require negotiations
that can span several months. In addition, some of these institutions have
national or provincial mandates for providing access to these samples that may
require us to make our test results publicly available for these jurisdictions
or institutions at a reduced rate and could also require us to provide a flow
back of intellectual property licensing for their further research process. Any
such requirement may reduce our revenues.
OUR COMPANY WILL BE DEPENDENT ON VARIOUS OUTSOURCING ACTIVITIES FOR TESTING OUR
TECHNOLOGY AND FAILURE TO OUTSOURCE CERTAIN ACTIVITIES WILL HAVE A MATERIAL
ADVERSE EFFECT ON OUR COMPANY.
We intend to establish relationships with various vendors of biological
laboratory services. Such laboratory services may include DNA SNP profiling,
gene expression profiling, cell culturing, recombinant techniques for inserting
reporter genes into artificial constructs for testing purposes, profiling of
transcription factors active in different disease states, manufacturing and
testing of potential drug candidates, and other laboratory and analytical
services depending upon the outcome of the results at various stages. Our
ability to secure and maintain these future relationships will be critical to
the success of our business objectives, and conversely the inability to secure
these future relationships on reasonable commercial terms represents a risk and
could have a material adverse effect on our operations or financial condition.
MOST OF OUR ASSETS AND SEVERAL OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE
UNITED STATES, WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE
WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR
DIRECTORS OR OFFICERS.
Although we are organized under the laws of the State of Nevada, United States,
our principal business office is located in Vancouver, British Columbia, Canada.
Outside the United States, it may be difficult for investors to enforce
judgements against us that are obtained in the United States in any action,
including actions predicated upon civil liability provisions of federal
securities laws. In addition, three of our five current directors and officers
reside outside the United States, and nearly all of the assets of these persons
and our assets are located outside of the United States. As a result, it may not
be possible for investors to effect service of process within the United States
upon such persons or to enforce against us or such persons judgments predicated
upon the liability provisions of United States securities laws. There is
substantial doubt as to the enforceability against us or any of our directors
and officers located outside the United States in original actions or in actions
of enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtor's property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy court's jurisdiction. Accordingly,
you may have trouble administering a United States bankruptcy case involving a
Nevada company as debtor with most of its property located outside the United
States. Any orders or judgments of a bankruptcy court obtained by you in the
United States may not be enforceable.
14
OUR BUSINESS IS SUBJECT TO COMPREHENSIVE GOVERNMENT REGULATION AND ANY CHANGE IN
SUCH REGULATION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY.
There is no assurance that the laws, regulations, policies or current
administrative practices of any government body, organization or regulatory
agency in the United States or any other jurisdiction, will not be changed,
applied or interpreted in a manner which will fundamentally alter the ability of
our company to carry on our business. The actions, policies or regulations, or
changes thereto, of any government body or regulatory agency, or other special
interest groups, may have a detrimental effect on our company. Any or all of
these situations may have a negative impact on our operations.
RISKS RELATED TO OUR COMMON STOCK
A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR ABILITY TO CONTINUE OPERATIONS.
A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because a significant portion of our operations has been and will be
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our
operations. Such reductions may force us to reallocate funds from other planned
uses and may have a significant negative effect on our business plans and
operations, including our ability to develop new products and continue our
current operations. If our stock price declines, we can offer no assurance that
we will be able to raise additional capital or generate funds from operations
sufficient to meet our obligations. If we are unable to raise sufficient capital
in the future, we may not be able to have the resources to continue our normal
operations.
The market price for our common stock may also be affected by our ability to
meet or exceed expectations of analysts or investors. Any failure to meet these
expectations, even if minor, may have a material adverse effect on the market
price of our common stock.
IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF
OUR EXISTING SHAREHOLDERS.
Our certificate of incorporation authorizes the issuance of up to 750,000,000
shares of common stock with a $0.001 par value and 100,000,000 preferred shares
with a par value of $0.001, of which 47,827,710 common shares were issued as of
September 30, 2007. Our board of directors may fix and determine the
designations, rights, preferences or other variations of each class or series
within each class. Our board of directors may choose to issue some or all of
such shares to acquire one or more businesses or to provide additional financing
in the future. The issuance of any such shares will result in a reduction of the
book value and market price of the outstanding shares of our common stock. If we
issue any such additional shares, such issuance will cause a reduction in the
proportionate ownership and voting power of all current shareholders. Further,
such issuance may result in a change of control of our corporation.
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SECURITIES EXCHANGE COMMISSION'S
PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL
OUR STOCK.
The Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. 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 in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
15
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
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer 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. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
FINRA'S SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO
BUY AND SELL OUR STOCK.
In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission (see above for a discussion of penny stock rules), FINRA
rules require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.
OUR COMMON STOCK IS ILLIQUID AND THE PRICE OF OUR COMMON STOCK MAY BE NEGATIVELY
IMPACTED BY FACTORS WHICH ARE UNRELATED TO OUR OPERATIONS.
Our common stock is currently quoted on the OTC Bulletin Board. Trading of our
stock through the OTC Bulletin Board is frequently thin and highly volatile.
There is no assurance that a sufficient market will develop in the stock, in
which case it could be difficult for shareholders to sell their stock. The
market price of our common stock could fluctuate substantially due to a variety
of factors, including market perception of our ability to achieve our planned
growth, quarterly operating results of our competitors, trading volume in our
common stock, changes in general conditions in the economy and the financial
markets or other developments affecting our competitors or us. In addition, the
stock market is subject to extreme price and volume fluctuations. This
volatility has had a significant effect on the market price of securities issued
by many companies for reasons unrelated to their operating performance and could
have the same effect on our common stock.
ITEM 2. DESCRIPTION OF PROPERTY.
Our principal office is located at 100 - 570 West 7th Avenue Vancouver British
Columbia Canada. The 1,000 square feet office space serves as the base of
operations for our corporate, managerial, accounting, financial, administrative,
sales and marketing functions. Our company has leased the office premises for
the period from March 1, 2006, to February 28, 2007, pursuant to an Amended and
Restated Facilities Agreement dated April 10, 2006. The lease is renewable in
six-month increments and the current lease term expires at the end of February
2008. The monthly fixed rent is $3,100 plus applicable taxes) which is payable
in shares or cash, at the sole discretion of our company, at the prevailing
market price. The current lease is inclusive of facilities rental, utilities,
security and computer facilities. Upon expiration of the lease, we intend to
either renew our lease, if acceptable to our landlord, or move to a suitable
office space in Vancouver.
ITEM 3. LEGAL PROCEEDINGS.
We know of no material, active, or pending legal proceeding against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation where such claim or action involves damages for more than 10% of our
current assets as of December 18, 2007. There are no proceedings in which any of
16
our company's directors, officers, or affiliates, or any registered or
beneficial shareholders, is an adverse party or has a material interest adverse
to our company's interest.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
PURCHASES OF EQUITY SECURITIES.
Our stock is listed for quotation on the OTC Bulletin Board under the trading
symbol "UPBS". Nevada Agency and Trust Company is the registrar and transfer
agent for our common shares. Their address is 50 West Liberty, Suite 800 Reno,
Nevada, 89501 Telephone: 775.322.0626, Facsimile: 775.322.5623. Our common
shares initially began trading on the OTC Bulletin Board on September 1, 2004
under the trading symbol "IBSO.OB". The following table sets forth, for the
periods indicated, the high and low closing prices for each quarter within the
last two fiscal years ended September 30, 2007 as reported by the quotation
service operated by the OTC Bulletin Board. All quotations for the OTC Bulletin
Board reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
Quarter Ended High Low
------------- ---- ---
September 30, 2007 $1.02 $0.35
June 30, 2007 $1.29 $0.80
March 31, 2007 $1.37 $0.72
December 31, 2006 $1.17 $0.38
September 30, 2006 $1.10 $0.45
June 30, 2006 $1.42 $0.51
March 31, 2006 $1.62 $1.30
December 31, 2005 $ nil $ nil
September 30, 2005 $ nil $ nil
June 30, 2005 $ nil $ nil
On December 18, 2007, the closing price for the common stock as reported by the
quotation service operated by the OTC Bulletin Board was $0.121.
As of December 18, 2007, there were 11 registered holders of record of our
common stock. As of such date, 47,827,710 common shares were issued and
outstanding.
DIVIDEND POLICY
We have not declared or paid any cash dividends since inception. Although there
are no restrictions that limit our ability to pay dividends on our common
shares, we intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the
foreseeable future.
17
EQUITY COMPENSATION PLAN INFORMATION
On March 16, 2007, our board of directors approved the 2007 Stock Option Plan
(the "2007 Plan"). Under the terms of the 2007 Plan, options to purchase up to
5,000,000 shares of our common stock may be granted to our officers, directors,
employees and permitted consultants of our company.
The following table sets forth certain information concerning all equity
compensation plans previously approved by stockholders and all previous equity
compensation plans not previously approved by stockholders, as of the most
recently completed fiscal year.
EQUITY COMPENSATION PLAN INFORMATION AS AT SEPTEMBER 30, 2007
Number of Securities
Number of Securities to be Remaining Available for
Issued Upon Exercise of Weighted-Average Exercise Future Issuance Under
Outstanding Options, Price of Outstanding Options, Equity Compensation Plans
Warrants and Rights Warrants and Rights (excluding column (a))
Plan Category (a) (b) (c)
------------- ------------------- ------------------- -------------------------
Equity Compensation Plans Nil N/A N/A
Approved by Security
Holders
Equity Compensation Plans Not 2,200,000 $0.92 2,800,000
Approved by Security Holders
Total 2,200,000 $0.92 2,800,000
RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth certain information concerning securities which were
sold or issued by us during the last three fiscal years without the registration
of these securities under the Securities Act of 1933 in reliance on exemptions
from such registration requirements.
On August 24, 2007, we issued 745,000 common shares to two persons in connection
with the closing of the Share Exchange Agreement dated August 17, 2007. The
common shares issued to the former shareholders of Pacific Pharma Technologies
pursuant to the Share Exchange Agreement were issued in reliance upon an
exemption from registration under the Securities Act of 1933. We issued the
common shares to non U.S. persons (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
On June 5, 2007, pursuant to the terms of a Lease Agreement with the British
Columbia Cancer Agency dated April 10, 2006, we issued 19,724 common shares to
the British Columbia Cancer Agency. These common shares were issued for six
months' rent from May 1, 2007 to October 31, 2007 paid in advance and valued at
$17,200. The common shares were issued to the British Columbia Cancer Agency as
a non-U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933, as amended), in an offshore transaction relying on Regulation S and/or
section 4(2) of the Securities Act of 1933, as amended.
On May 8, 2007, we issued 666,667 units to one subscriber for cash consideration
of $1,000,000.50 at a subscription price of $1.50 per unit. Each unit consisted
of one common share, one Series A Warrant and one Series B Warrant. Each Series
A Warrant is exercisable into one common share at an exercise price of $1.75 for
a period of two years following the closing date and each Series B Warrant is
exercisable into one common share at an exercise price of $1.85 for a period of
two years following the closing date. The securities were issued to a non-U.S.
18
person (as that term is defined in Regulation S of the Securities Act of 1933,
as amended), in an offshore transaction relying on Regulation S and/or section
4(2) of the Securities Act of 1933, as amended.
On May 3, 2007, we granted stock options to one director under our 2007 Stock
Option Plan entitling him to purchase 100,000 shares of our common stock at an
exercise price of $1.41 per share. The 100,000 stock options are exercisable
until May 3, 2012. We issued the stock options relying on Section 4(2) of the
Securities Act of 1933.
On May 3, 2007, we granted stock options to a member of our advisory board under
our 2007 Stock Option Plan entitling him to purchase 100,000 shares of our
common stock at an exercise price of $1.41 per share. The 100,000 stock options
are exercisable until May 3, 2012. We issued the stock options relying on
Section 4(2) of the Securities Act of 1933.
On March 15, 2007, we issued 853,973 common shares to one person upon conversion
of a 3-year 5% convertible debenture which was due on February 1, 2009. Under
the terms of the debenture agreement, we exercised our option to convert the
outstanding principal of $800,000 and related interest payable of $53,973 at
$1.00 per share. The common shares were issued to a non-U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933, as amended), in
an offshore transaction relying on Regulation S and/or section 4(2) of the
Securities Act of 1933, as amended.
On March 27, 2007, we granted stock options to one director under our 2007 Stock
Option Plan entitling him to purchase 100,000 shares of our common stock at an
exercise price of $1.02 per share. The 100,000 stock options are exercisable
until March 27, 2012. We issued the stock options relying on Section 4(2) of the
Securities Act of 1933.
On January 1, 2007, pursuant to the terms of a Lease Agreement with the British
Columbia Cancer Agency dated April 10, 2006, we issued 28,602 common shares to
the British Columbia Cancer Agency. These common shares were issued for six
months' rent from November 1, 2006 to April 30, 2007 paid in advance and valued
at $17,522. The common shares were issued to the British Columbia Cancer Agency
as a non-U.S. person (as that term is defined in Regulation S of the Securities
Act of 1933, as amended), in an offshore transaction relying on Regulation S
and/or section 4(2) of the Securities Act of 1933, as amended.
On March 16, 2007, we granted stock options to two directors under our 2007
Stock Option Plan entitling them to purchase an aggregate of 800,000 shares of
our common stock at an exercise price of $0.96 per share. The 800,000 stock
options are exercisable until March 16, 2017. We issued the options in an
offshore transaction to the directors who were non-U.S. persons (as that term is
defined in Regulation S under the Securities Act of 1933) relying on Regulation
S promulgated under the Securities Act of 1933.
On March 16, 2007, we granted stock options to one director under our 2007 Stock
Option Plan entitling him to purchase 100,000 shares of our common stock at an
exercise price of $0.96 per share. The 100,000 stock options were exercisable
until March 16, 2012. All of the options were cancelled upon the director's
resignation on April 30, 2007. We issued the options in an offshore transaction
to the director who was a non-U.S. person (as that term is defined in Regulation
S under the Securities Act of 1933) relying on Regulation S promulgated under
the Securities Act of 1933.
On March 16, 2007, we granted stock options to two advisory board members under
our 2007 Stock Option Plan entitling them to purchase an aggregate of 600,000
shares of our common stock at an exercise price of $0.96 per share. The 600,000
stock options are exercisable until March 16, 2012. We issued the options in an
offshore transaction to the advisory board members who were non-U.S. persons (as
that term is defined in Regulation S under the Securities Act of 1933) relying
on Regulation S promulgated under the Securities Act of 1933.
On March 16, 2007, we granted stock options to a consultant under our 2007 Stock
Option Plan entitling her to purchase an aggregate of 100,000 shares of our
common stock at an exercise price of $1.00 per share. The 100,000 stock options
are exercisable until March 16, 2012. We issued the options in an offshore
transaction to the consultant who was a non-U.S. person (as that term is defined
in Regulation S under the Securities Act of 1933) relying on Regulation S
promulgated under the Securities Act of 1933.
19
On March 15, 2007, pursuant to the terms of an Amended and Restated Facilities
Agreement dated April 10, 2006, we issued 28,602 common shares to the British
Columbia Cancer Agency. The common shares were issued to the British Columbia
Cancer Agency as a non-U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933, as amended), in an offshore transaction relying on
Regulation S and/or section 4(2) of the Securities Act of 1933, as amended.
On February 28, 2007, we issued 666,667 units to one subscriber for cash
consideration of $1,000,000.50 at a subscription price of $1.50 per unit. Each
unit consisted of one common share, one Series A Warrant and one Series B
Warrant. Each Series A Warrant is exercisable into one common share at an
exercise price of $1.75 for a period of two years following the closing date and
each Series B Warrant is exercisable into one common share at an exercise price
of $1.85 for a period of two years following the closing date. The securities
were issued to a non-U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933, as amended), in an offshore transaction relying on
Regulation S and/or section 4(2) of the Securities Act of 1933, as amended.
On September 13, 2006, pursuant to the terms of a License Agreement dated March
10, 2005, we issued 29,577 common shares to the British Columbia Cancer Agency.
The common shares were issued to the British Columbia Cancer Agency as a
non-U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933, as amended), in an offshore transaction relying on Regulation S and/or
section 4(2) of the Securities Act of 1933, as amended.
On May 24, 2006, pursuant to the terms of an Amended and Restated Facilities
Agreement dated April 10, 2006, we issued 17,500 common shares to the British
Columbia Cancer Agency. The common shares were issued to the British Columbia
Cancer Agency as a non-U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933, as amended), in an offshore transaction relying on
Regulation S and/or section 4(2) of the Securities Act of 1933, as amended.
On March 17, 2006, we issued 500,000 shares of common stock to a consultant of
our company pursuant to a consultant engagement agreement. The shares were
issued in consideration for the consultant providing financial services to our
company. We issued the shares in an offshore transaction to the consultant as a
non-U.S. person (as that term is defined in Regulation S under the Securities
Act of 1933) relying on Section 4(2) or Regulation S promulgated under the
Securities Act of 1933.
In connection with the closing of the amended and restated share exchange
agreement, our company entered into a 5% $1,000,000 convertible debenture with
Novar Capital Corp., a Turks and Caicos Islands company. The principal advanced
under the convertible debenture is convertible by our company into common shares
at a price of $1.00 per share. Pursuant to the terms of the convertible
debenture, our company also issued Novar Capital 400,000 warrants, each warrant
of which entitled the holder to purchase an additional common share of our
common stock at an exercise price of $1.25 per share. The warrants were
exercisable until the earlier of: (a) December 31, 2006; or (b) the date which
is 30 days after the first milestone and the second milestone are completed by
our company. The first milestone is defined in the convertible debenture as the
filing, by our company, of a provisional patent application at the United States
patent office which expands the scope of our current provisional patent
application regarding the diagnosis of prostate cancer. The second milestone is
defined in the convertible debenture as of the filing, by our company, of two
additional patent applications in the United States patent office which claim
novel applications of our technology to assist in the diagnosis of two diseases
other than prostate cancer. In the event that our company achieves the first and
second milestones by December 1, 2006, and if Novar Capital does not exercise
all of the warrants by the expiration date of the warrants, Novar Capital has
agreed to forgive $200,000 of the principal owing under the convertible
debenture and the convertible debenture will not be collectable or accrue
interest effective January 1, 2007. The issuance of the convertible debenture
and the warrants were, and the common shares that are convertible and
exercisable, respectively, will be issued in reliance upon an exemption from
registration in an offering of securities in an offshore transaction to a
non-U.S. Person (as that term is defined in Regulation S of the Securities Act
of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
In connection with the closing of the amended share exchange agreement on March
1, 2006, our company issued 24,000,000 shares of our common stock to the two
former shareholders of Upstream Canada. We issued the common shares in an
20
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933 to non-U.S. Persons (as that term is defined in
Regulation S under the Securities Act of 1933).
On February 13, 2006, our company granted 400,000 options to purchase shares of
our common stock to TCF Ventures Corp. pursuant to a consultant engagement
agreement dated February 7, 2006, as amended on March 1, 2006. Each option is
exercisable at $0.80 per share until March 1, 2016. The grant of the options and
the issuance of the common shares upon the exercise of the options were issued
in reliance upon an exemption from registration in an offshore transaction to a
non-US Person (as that term is defined in Regulation S of the Securities Act of
1993), relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
ITEM 6. PLAN OF OPERATION
The following is a discussion and analysis of our consolidated results of
operations and financial position for the year ended September 30, 2007 compared
to our transition period ended (nine months ended) September 30, 2006, and the
factors that could affect our future results of operations and financial
position. Historical results may not be indicative of future performance.
This discussion and analysis should be read in conjunction with our consolidated
financial statements and the notes thereto included elsewhere in this Form
10-KSB. Our consolidated financial statements are prepared in accordance with
United States generally accepted accounting principles. All references to dollar
amounts in this section are in United States dollars unless expressly stated
otherwise. Please see the section entitled "Risk Factors" for a complete list of
our risk factors.
We have not generated any revenues from our technologies to date. We are a
development stage company and we anticipate that we will require significant
time and financing before our technologies are developed to a marketable state.
Without adequate funding, it is management's intention to complete current
research and development efforts associated with our biomarker program and wait
until sufficient financial resources exist prior to spending additional and
significant funds for the commercialization of our biomarker program. The
company's management and Board of Directors will continue to evaluate and
determine the most effective use of available funds for its future research and
development programs, including those programs related to diagnostic biomarkers,
biomarkers for a drug response assay, as well as, our drug development research
and development efforts. Depending on the level of financing and resources
available to us we may further develop our pharmaceutical business, or biomarker
business, or if possible, both. Once we have developed our technologies to
commercialization, we could generate revenues in one of two ways. We may elect
to license our diagnostic biomarkers and/or our drug candidates to third parties
or we may elect to enter into joint ventures or other collaborations with third
parties such as pharmaceutical, biotechnology and diagnostics companies, with
the aim that they will develop and commercialize our discoveries into
therapeutic, biopharmaceutical or diagnostic products. If such a collaboration
is successful, we will seek to receive payments upon the successful completion
of certain predetermined developmental stages and milestones, and receive
royalties from the sales of the drugs and/or diagnostics kits, which will be
based on our discoveries.
As of September 30, 2007, our company had cash and cash equivalents of
$1,618,728 and working capital of $1,274,360. We estimate our operating expenses
and working capital requirements for the next twelve month period to be as
follows:
21
ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD
Cash Operating Expenses
Employee and consultant compensation $ 500,000
Research and development $ 550,000
Professional fees and insurance $ 200,000
Business development and travel expenses $ 200,000
Royalties $ 50,000
General and administrative expenses $ 130,000
----------
Total $1,630,000
==========
EMPLOYEE AND CONSULTANT COMPENSATION
We estimate that our employee and consultant compensation expenses for the next
twelve months will be approximately $500,000 pertaining to Joel Bellenson, our
Chief Executive Officer, Dexster Smith, our President, Secretary and Treasurer
and Tim Fernback, our Chief Financial Officer, through his management company
TCF Ventures Corp.
All of our current research and development is carried out by Mr. Bellenson and
Mr. Smith. Both individuals have entered into employment agreements with our
company. Pursuant to the terms of the employment agreements, our company
currently pays Mr. Bellenson and Mr. Smith each a base salary of $150,000 per
year.
We have also entered into a management services agreement with TCF Ventures
Corp., a company beneficially owned by Mr. Fernback, and pay $150,000 annually
to TCF Ventures Corp. for consulting services.
We have also entered into a consulting agreement with Dr. Artem Cherkasov to pay
$50,000 per year plus the equivalent amount in restricted common shares for his
consulting services.
RESEARCH AND DEVELOPMENT
Although our company anticipates that the majority of our research and
development requirements will be met from the efforts of Mr. Bellenson and Mr.
Smith, we may retain independent contractors as and when circumstances warrant.
Our research and development costs primarily consist of research programs
related to the development of drug candidates for the treatment of infectious
diseases and cancers, biomarker validation expenses and biomarker assay related
expenses. We estimate that our research and development expenditures, for the
next twelve months will be approximately $550,000 as follows: $100,000 for
tissue and sera sample acquisition; $350,000 for third party lab and testing
services; $50,000 for third party drug candidate manufacturing services; and
$50,000 for added research personnel costs.
PROFESSIONAL FEES
We expect to incur significant legal expenses to prepare and file a number of
provisional patent applications over the next twelve months, as new discoveries
are made in our research and development process. Furthermore, as a publicly
traded company, we expect to incur ongoing legal and accounting expenses to
comply with our reporting responsibilities as a public company under the United
States Securities Exchange Act of 1934, as amended. During this period, we also
intend to obtain director and officer insurance and perhaps general insurance
for our company. We estimate our legal, accounting and insurance expenses for
the next twelve months to be approximately $200,000.
BUSINESS DEVELOPMENT AND TRAVEL EXPENSES
We estimate our business development and travel expenses for the next twelve
months to be the approximately $200,000. We anticipate that we will incur
$100,000 in investor relations, public relations and marketing costs and
$100,000 in travel costs and costs incurred from attending industry conferences.
We have hired an investor relations person to, among other things, produce
investor and marketing materials. Our company will also incur travel expenses to
22
attend biotech related conferences and investigate financing opportunities
should additional financing be required during this period.
ROYALTIES
We estimate our aggregate royalty related expenditures on licensing
complementary technology for the next twelve months will be $50,000.
GENERAL AND ADMINISTRATIVE EXPENSES
We anticipate spending $130,000 on general and administrative costs in the next
twelve months primarily consisting of rent, contract administrative staff,
office supplies and equipment, communications, etc.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment over the next twelve
months.
EMPLOYEES
As of December 18, 2007, we had two employees consisting of Joel Bellenson as
our Chief Executive Officer and Dexster Smith as our President, Secretary and
Treasurer. We have also retained TCF Ventures, a company beneficially held by
Tim Fernback, to provide management services. We have also retained Dr. Artem
Cherkasov for contract consulting services with respect to the acquired business
of PPT. We plan to hire additional employees and retain additional consultants
when circumstances warrant.
TRENDS AND UNCERTAINTIES
Our ability to generate revenues in the future is dependent on whether we
successfully develop our technologies and create a marketable product and
license or otherwise commercialize our products. We cannot predict whether or
when this may happen and this causes uncertainty with respect to the growth of
our company and our ability to generate revenues.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities and debt financing to meet our cash
requirements. We expect this situation to continue for the foreseeable future.
We anticipate that we will have negative cash flows from operations in the next
twelve month period.
Our company incurred a loss of $1,796,981 for the twelve month period ended
September 30, 2007. As of September 30, 2007, we had working capital of
$1,274,360. As indicated above, our estimated working capital requirements and
projected operating expenses for the next twelve month period total $1,630,000.
With cash and cash equivalents of $1,618,728 as at September 30, 2007, we
anticipate that such funds will not be sufficient to pay our estimated expenses
for the next twelve month period. We intend to fulfill any additional cash
requirement through the sale of either equity or debt.
There are no assurances that we will be able to obtain funds required for our
continued operation. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain additional financing
on a timely basis, we will not be able to meet our other obligations as they
become due and we will be forced to scale down or perhaps even cease the
operation of our business.
Given that we are a development stage company and have not generated significant
revenues to date, our cash flow projections are subject to numerous
contingencies and risk factors beyond our control, including market acceptance
of our products, competition from well-funded competitors, and our ability to
manage our expected growth. We can offer no assurance that our company will
23
generate cash flow sufficient to meet our cash flow projections or that our
expenses will not exceed our projections. If our expenses exceed estimates, we
will require additional monies during the next twelve months to execute our
business plan.
There is substantial doubt about our ability to continue as a going concern as
the continuation of our business is dependent upon obtaining further long-term
financing, successful development of our technologies into a marketable product
and successful and sufficient market acceptance of our products once developed
and, finally, achieving a profitable level of operations. The issuance of
additional equity securities by us could result in significant dilution of the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.
GOING CONCERN
Due to the uncertainty of our ability to meet current operating and capital
expenses, our independent auditors included an explanatory paragraph regarding
substantial doubt about our ability to continue as a going concern in their
audit report for the year ended September 30, 2007.
OFF-BALANCE SHEET ARRANGEMENTS
Our company has no outstanding derivative financial instruments, off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts.
Neither our company nor our operating subsidiaries engage in trading activities
involving non-exchange traded contracts.
CAPITAL EXPENDITURES
We spent $2,418 on capital expenditures during the twelve month period ended
September 30, 2007 along with $12,407 during the nine month transition period
ended September 30, 2006. As of December 18, 2007, there were no material
commitments for capital expenditures and none are anticipated in the next twelve
month period.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures of our company. Although these estimates are based on
management's knowledge of current events and actions that our company may
undertake in the future, actual results may differ from such estimates.
CONVERTIBLE DEBENTURE ACCOUNTING POLICY
In accordance with EITF 00-27 "Application of Issue No. 98-5 to Certain
Convertible Instruments", the proceeds received on issuance of the convertible
debenture have been allocated between the convertible debt and the detachable
warrants based on their relative fair values. At the date of issuance, the fair
value of the detachable warrants represents the difference between the stated
value and the carrying value of the convertible debenture and was recorded as
additional paid-in capital. The carrying value of the debenture is accreted to
its face value at maturity through straight line charges to interest and finance
charges over its term.
STOCK-BASED COMPENSATION ACCOUNTING POLICY
In accordance with SFAS No. 123R, "Share-Based Payments", all grants of stock
options and share issuances to employees and consultants for compensation are
recognized in the financial statements based on the fair value of the award at
the grant date. The Black-Scholes fair value pricing model was selected to value
these share-based payments. The modified prospective approach was adopted during
our former fiscal year beginning on January 1, 2006 since there were no
stock-based compensation awards granted prior to this date.
24
RECENT DEVELOPMENTS
On August 24, 2007, the Company completed the acquisition of 100% of the issued
and outstanding common stock of PPT pursuant to a share exchange agreement with
the shareholders of PPT. In accordance with this agreement, the Company issued
520,000 escrowed common shares into escrow for the benefit of the two
shareholders of PPT. The fair value of the patent application and other
proprietary technology acquired by the Company in the share exchange was
$353,322 comprised of $295,907 for the assets acquired plus $57,415 of deferred
income tax (see Note 7) due to the difference between fair value for accounting
purposes and the value for tax purposes. The total amount was accounted for
using the purchase method and recorded as intellectual property rights on the
Company's balance sheet as of September 30, 2007. The consideration paid was
comprised of:
Non-refundable option to purchase shares $ 23,600
Certain liabilities paid on behalf of PPT at closing 27,907
--------
Total cash consideration 51,507
Fair value of share consideration at date of closing 244,400
--------
Total consideration $295,907
========
The 520,000 common shares will be released from escrow in three separate
amounts: one-third when the Securities and Exchange Commission ("SEC") declares
the Form SB-2, registering these shares, to be effective which it did on October
18, 2007; one-third three months after the effective date; and one-third five
months after the effective date.
In addition and pursuant to the Agreement, the Company:
(i) issued 225,000 common shares to the former shareholders of PPT which
were deposited in a performance-based escrow to be released in the
future when certain agreed milestones are achieved pertaining to the
successful use and implementation of the intellectual property rights
owned by PPT. The fair value of the shares at date of closing was
$105,750 and was recorded in stockholders' equity as deferred
compensation.
(ii) will make contingent payments to the two former shareholders of PPT
when any of the agreed milestones are achieved. The contingent payment
for the achievement of each milestone is payable in either cash or
shares at the sole discretion of the Company and will range from
$150,000 to $500,000 in cash or an equivalent value of shares for each
of the two individuals involved, not to exceed 1,000,000 common
shares, depending on the degree of achievement.
(iii) must spend a minimum $150,000 on third-party testing of the PPT
intellectual property during the four years ending December 31, 2011
or else the maximum contingent payment described above becomes
payable.
(iv) entered into a three-year consulting agreement with one of the former
shareholders of PPT to assist in meeting the agreed milestones for an
annual consulting fee of $50,000 payable in cash monthly and $50,000
payable in common shares to be issued semi-annually.
MATERIAL TRENDS AND UNCERTAINTIES
Periodic changes occur in our company's industry and business that make it
reasonably likely that aspects of our future operating results will be
materially different from our historical operating results. Sometimes these
matters have not occurred, but their existence is sufficient to raise doubt
regarding the likelihood that historical operating results are an accurate gauge
of future performance. Our company attempts to identify and describe these
trends, events, and uncertainties to assist investors in assessing the likely
future performance of our company. Investors should understand that these
matters typically are new, sometimes unforeseen, and often are fluid in nature.
Moreover, the matters described below are not the only issues that may result in
variances between past and future performance nor are they necessarily the only
material trends, events, and uncertainties that will affect our company. As a
25
result, investors are encouraged to use this and other information to judge for
themselves the likelihood that past performance will be indicative of future
performance.
The trends, events, and uncertainties set out in the remainder of this section
have been identified by our company as those we believe are reasonably likely to
materially affect the comparison of historical operating results reported herein
to either past period results or to future operating results.
Following the acquisition of Upstream Biosciences Inc, our company diversified
our business into the research and development of genetic diagnostic biomarkers
for use in determining a patient's susceptibility to disease and predicting a
patient's response to drugs. Following the acquisition of PPT, our company
further diversified our business into research and development of drugs to treat
certain infectious diseases and certain cancers. The future performance of this
business may materially affect the future performance of our company.
CAPITAL EXPENDITURES
Our company incurred $2,418 for the purchase of furniture and equipment during
the 2007 year and $12,407 during the 2006 period. As of September 30, 2007, our
company did not have any material commitments for capital expenditures and
management does not anticipate anything material in the future.
CONTRACTUAL OBLIGATIONS
OPERATING LEASES
Operating leases include non-cash commitments for office space of $37,200 for
each annual period. Our company's principal business office is located at 100 -
570 West 7th Avenue Vancouver, British Columbia, Canada V5Z 4S6. The 1,000
square feet office space serves as the base of our corporate, managerial,
accounting, financial, administrative, and research and development functions.
The monthly fixed rent is $3,100 paid in shares on a semi-annual basis.
LICENSE AGREEMENT WITH BRITISH COLUMBIA CANCER AGENCY BRANCH ("BCCA")
The Company entered into a license agreement with BCCA on March 10, 2005 for a
seven year term expiring March 2012 regarding bioinformatics technology
developed at the University of British Columbia ("UBC"). Under terms of the
contract, the Company paid the initial license fee to BCCA prior to September
30, 2007 by issuing 29,477 Company shares having a fair value of $17,747 at the
time of issuance.
In addition, the Company is obligated to pay annual royalties starting September
13, 2006 equal to 10% of the gross revenue from licensed product sales or
$10,072, whichever is greater. At September 30, 2007, royalties of $10,492 have
been accrued but not yet paid.
LICENSE AGREEMENT WITH UNIVERSITY OF BRITISH COLUMBIA ("UBC")
Upstream Canada entered into a License Agreement with UBC on March 23, 2005 for
a ten year term expiring March 2015 regarding bioinformatics technology
developed at UBC. Under terms of the contract, Upstream Canada agreed to pay the
initial license fee consisting of $7,554 cash plus an equity component which is
subject to on-going negotiations. The former has been paid and the latter
accrued at an estimated amount of $12,590, but is not yet paid as of September
30, 2007.
In addition to the license fee and commencing March 2005, Upstream Canada has
agreed to pay the greater of (a) annual royalties equal to 15% of the gross
revenue from licensed product sales or (b) the minimum annual sliding scale
amounts as follows: $7,554 from April 1, 2005 to March 31, 2007 (2 years);
$15,108 from April 1, 2007 to March 31, 2012 (5 years); and $20,144 from April
1, 2012 to March 31, 2015 (3 years). At September 30, 2007, royalties of $7,554
have been accrued but not yet paid.
26
EMPLOYMENT CONTRACTS
The Company has entered into employment contracts with three Company officers
for renewable periods of two to three years. The total annual cash compensation
commitment for the three officers is $450,000, excluding a 40% bonus for two of
the three officers when certain performance milestones, yet to be determined,
are achieved.
In the event of contract termination by either party and subject to a 90-day
termination clause, retiring allowances of $300,000 ($150,000 each) will become
immediately payable to two senior officers of the Company. This amount was fully
accrued at September 30, 2007.
The stock option commitments included in the three employment contracts prior to
implementation of the new stock option plan were met following approval of the
plan in March 2007.
MINIMUM ANNUAL COMMITMENTS
The aggregate minimum annual commitments under the BCCA and UBC license
agreements and the retirement obligations for the next five years ending
September 30 are as follows:
2008 $ 200,180
2009 110,596
2010 25,179
2011 25,179
2012 25,179
Thereafter to 2015, inclusive 70,499
---------
$ 456,812
=========
ITEM 7. FINANCIAL STATEMENTS.
The following consolidated financial statements and the notes thereto are filed
as part of this annual report:
1. Report of Independent Registered Public Accounting Firm, dated
December 10, 2007;
2. Consolidated balance sheets as of September 30, 2007 and September 30,
2006;
3. Consolidated statements of operations for the twelve months ended
September 30, 2007 and the nine months ended September 30, 2006;
4. Consolidated statements of stockholders' equity from March 20, 2002 to
September 30, 2007;
5. Consolidated statements of cash flows for the twelve months ended
September 30, 2007 and the nine months ended September 30, 2006; and
6. Notes to Consolidated Financial Statements.
27
[LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Upstream Biosciences, Inc.
We have audited the accompanying consolidated balance sheet of Upstream
Biosciences, Inc. (a development stage company) as of September 30, 2007 and
2006 and the related consolidated statements of operations, cash flows and
stockholders' deficit for the year ended September 30, 2007, the nine month
period ended September 30, 2006 and the period from June 14, 2004 (inception)
through September 30, 2007. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its 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 also 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 financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of Upstream Biosciences, Inc. as at
September 30, 2007 and 2006 and the result of its operations and its cash flows
for the year ended September 30, 2007, the period ended September 30, 2006 and
the period from June 14, 2004 (inception) through to September 30, 2007 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 1 to the
financial statements, the Company has not generated revenues since inception,
has incurred losses in developing its business, and further losses are
anticipated. The Company requires additional funds to meet its obligations and
the costs of its operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in this
regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Our previous report dated December 6, 2007 has been withdrawn and the
accompanying financial statements restated to correct misstatements as disclosed
in Note 11.
/s/ "DMCL"
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
December 6, 2007, except for Note 11 which is of December 8, 2010
28
UPSTREAM BIOSCIENCES INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, September 30,
2007 2006
---------- ----------
(Restated -
see Note 11)
$ $
ASSETS
CURRENT ASSETS
Cash 1,618,728 471,527
Receivables 44,793 16,075
Prepaid expenses 44,919 5,649
---------- ----------
1,708,440 493,251
Short term investment 32,643 10,455
Intellectual property rights (Note 4) 353,322 --
Furniture and Equipment, net 10,789 11,644
---------- ----------
2,105,194 515,350
========== ==========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities (Note 5) 403,957 378,291
Accrued license fees -- 25,802
Amounts owing to related parties (Note 5) 30,123 68,798
---------- ----------
434,080 472,891
DEFFERED INCOME TAXES (Notes 4 and 7) 57,415 --
CONVERTIBLE DEBENTURE (Note 6) -- 567,378
---------- ----------
491,495 1,040,269
---------- ----------
STOCKHOLDERS' DEFICIENCY
COMMON STOCK (Note 8)
750,000,000 shares authorized at $0.001 par value
47,827,710 issued and outstanding
(September 30, 2006 - 44,847,077) 47,828 893
ADDITIONAL PAID IN CAPITAL 5,464,752 1,506,033
DEFERRED EXPENSE (108,872) (2,782)
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (3,816,865) (2,019,884)
ACCUMULATED OTHER COMPREHENSIVE LOSS 26,856 (9,179)
---------- ----------
1,613,699 (524,919)
---------- ----------
2,105,194 515,350
========== ==========
The accompanying notes are an integral part of
these consolidated financial statements.
29
UPSTREAM BIOSCIENCES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative From
Nine Months Inception
Year Ended Ended (June 14, 2004) to
September 30, September 30, September 30,
2007 2006 2007
------------ ------------ ------------
(Restated - (Restated -
see Note 11) see Note 11)
$ $ $
REVENUE
Consulting revenue -- -- 67,600
------------ ------------ ------------
OPERATING EXPENSES
Depreciation 3,273 763 4,036
Consulting fees 12,598 -- 12,598
Interest and finance charges (Note 6) 262,825 366,270 629,327
Interest income (36,357) -- (36,357)
Investor communications 68,911 23,655 92,566
License fees and royalties 8,226 30,202 55,449
Loss (gain) on foreign exchange 12,019 (1,329) 7,364
Management compensation (Note 5) 250,982 464,713 818,326
Office and miscellaneous 120,826 41,179 175,512
Professional fees 161,762 99,083 277,035
Research and development (Note 5) 160,107 118,843 278,950
Stock based compensation (Notes 5 and 8) 771,809 700,150 1,471,959
------------ ------------ ------------
1,796,981 1,843,529 3,786,765
------------ ------------ ------------
NET LOSS (1,796,981) (1,843,529) (3,719,165)
============ ============ ============
BASIC NET LOSS PER SHARE (0.04) (0.04)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 46,071,666 51,264,775
============ ============
The accompanying notes are an integral part of
these consolidated financial statements
30
UPSTREAM BIOSCIENCES INC
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Cumulative From
For the Nine Months Inception
Year Ended Ended (June 14, 2004) to
September 30, September 30, September 30,
2007 2006 2007
------------ ------------ ------------
(Restated - (Restated -
see Note 11) see Note 11)
$ $ $
CASH FLOW USED IN OPERATING ACTIVITIES
Net loss (1,796,981) (1,843,529) (3,719,165)
Non-cash items included in net loss:
Depreciation 3,273 763 4,036
Shares issued for service 59,189 735,665 794,854
Amortization of fair value of stock options granted 771,809 -- 1,039,917
Beneficial conversion feature -- 268,108 --
Accretion of convertible debenture 232,621 70,187 302,808
Changes in non-cash working capital:
Receivables (28,718) (14,788) (44,792)
Prepaid expenses (39,270) (2,504) (44,700)
Accounts payable and accrued liabilities 29,031 272,356 335,421
Amounts owing to related parties (38,675) (9,689) (48,364)
Accrued license fees -- 2,095 --
---------- ---------- ----------
NET CASH FLOW USED IN OPERATING ACTIVITIES (807,721) (521,336) (1,382,985)
---------- ---------- ----------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of office furniture and equipment (2,418) (12,407) (14,825)
Cash paid for acquisition of PPT shares (51,507) -- (51,507)
Purchase of short term investment (22,188) (10,455) (32,643)
---------- ---------- ----------
NET CASH FLOW FROM INVESTING ACTIVITIES (76,113) (22,862) (98,975)
---------- ---------- ----------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from convertible debentures -- 1,000,000 1,000,000
Loan from related party -- -- 78,487
Issuance of common stock for cash 1,995,000 -- 1,995,345
---------- ---------- ----------
NET CASH FLOW FROM FINANCING ACTIVITIES 1,995,000 1,000,000 3,073,832
---------- ---------- ----------
Foreign exchange translation adjustment 36,035 (5,707) 26,856
---------- ---------- ----------
INCREASE IN CASH 1,147,201 450,095 1,618,728
CASH, BEGINNING 471,527 21,434 --
---------- ---------- ----------
CASH, ENDING 1,618,728 471,527 1,618,728
========== ========== ==========
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 9)
The accompanying notes are an integral part of
these consolidated financial statements.
31
UPSTREAM BIOSCIENCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 20, 2002 (INCEPTION) TO SEPTEMBER 30, 2007
Accumulated Deficit
Common Stock Other Accumulated
------------------- Additional Comprehensive During the Total
Number of Paid-in Deferred Income Development Stockholders'
Shares Amount Capital Expense (Loss) Stage Deficit
------ ------ ------- ------- ------ ----- -------
BALANCE - MARCH 18, 2002 (DATE
OF INCEPTION) -- $ -- $ -- $ -- $ -- $ -- $ --
Activity from inception through
March 31, 2004 59,300,000 59,300 (10,300) -- -- (77,105) (28,105)
---------- -------- ---------- -------- ------- ----------- -----------
BALANCE - MARCH 31, 2004 59,300,000 59,300 (10,300) -- -- (77,105) (28,105)
Forward stock split on a 1.5:1
basis 29,650,000 29,650 (29,650) -- -- -- --
Net loss -- -- -- -- -- (50,205) (50,205)
---------- -------- ---------- -------- ------- ----------- -----------
BALANCE - DECEMBER 31, 2005 88,950,000 88,950 (39,950) -- -- (127,310) (78,310)
Share exchange and recapitalization
(Note 3)
Shares issued to former
shareholders of Upstream Canada 24,000,000 24,000 -- -- -- -- 24,000
UBSI shares canceled upon
acquisition 68,650,000 (68,650) -- -- -- -- (68,650)
Recapitalization adjustment -- (43,955) 39,950 -- (3,472) (49,045) (56,522)
Balance after share exchange 44,300,000 345 -- -- (3,472) (176,355) (179,482)
Fair value compensation to consultant
Issuance of stock at $1.20 per share 500,000 500 599,500 -- -- -- 600,000
Grant of stock options -- -- 100,150 -- -- -- 100,150
Issuance of convertible debenture
Fair value of detachable warrants -- -- 360,964 -- -- -- 360,964
Embedded beneficial conversion feature -- -- 268,108 -- -- -- 268,108
Issuance of stock for operating expense
Prepaid rent 17,500 18 17,750 (17,768) -- -- --
Less: amount charged to operations -- -- -- 14,986 -- -- 14,986
Issuance of stock for BCCA license fee 29,577 30 17,717 -- -- -- 17,747
Partial forfeiture of convertible
debenture -- -- 141,844 -- -- -- 141,844
Comprehensive income (loss)
Foreign exchange translation adjustment -- -- -- -- (5,707) -- (5,707)
Net loss -- -- -- -- -- (1,843,529) (1,843,529)
---------- -------- ---------- -------- ------- ----------- -----------
BALANCE - SEPTEMBER 30, 2006 44,847,077 $ 893 $1,506,033 $ (2,782) $(9,179) $(2,019,884) $ (524,919)
Amortization of fair value stock
options granted -- -- 771,809 -- -- -- 771,809
Amortization of stock issued for
operating expenses -- -- -- 2,782 -- -- 2,782
Issuance of stock for services
Prepaid for twelve months ended
October 31, 2007 48,326 48 34,674 (34,722) -- -- --
Less: amount expensed -- -- -- 31,600 -- -- 31,600
Stock issuance for cash @ $1.50/share 1,333,334 1,333 1,998,667 -- -- -- 2,000,000
Cash payment for unsuccessful due
diligence -- -- -- (5,000) -- -- (5,000)
Issuance of stock for convertible
debenture
Principal 800,000 800 799,200 -- -- -- 800,000
Interest payable 53,973 54 53,919 -- -- -- 53,973
Issuance of stock for acquisition of
PPT for 100% shares of PPT 520,000 520 243,880 -- -- -- 244,400
For performance-based escrow shares 225,000 225 105,525 (105,750) -- -- --
Comprehensive income (loss)
Foreign exchange translation adjustment -- -- -- -- 36,035 -- 36,035
Net loss (Restated - see Note 11) -- -- -- -- -- (1,796,981) (1,796,981)
---------- -------- ---------- -------- ------- ----------- -----------
BALANCE, SEPTEMBER 30, 2007 47,827,710 47,828 5,464,752 (108,872) 26,856 (3,816,865) 1,613,699
========== ======== ========== ======== ======= =========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
32
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Upstream Biosciences, Inc. ("the Company") was incorporated on March 20, 2002
under the laws of the State of Nevada.
On February 24, 2006, the Company completed the acquisition of 100% of the
issued and outstanding shares of Upstream Biosciences Inc. ("Upstream Canada")
pursuant to an amended share exchange agreement with the shareholders of
Upstream Canada (see Note 3). In connection with this transaction, Integrated
Brand Solutions, Inc. changed its name to Upstream Biosciences, Inc. to better
reflect the intended future direction and business of the Company.
Upstream Canada was incorporated on June 14, 2004 under the laws of Canada for
the purpose of discovering and developing novel drugs for tropical parasitic
diseases and developing genetic diagnostics for determining a patient's
susceptibility to disease and predicting a patient's response to drugs. The
business strategy is to generate revenues through licensing proprietary
technologies or collaborating with third parties in the disease susceptibility,
biomarkers identification, and drug response areas of cancer, primarily to
companies that develop and/or market developing diagnostic products.
On August 24, 2007, the Company completed the acquisition of 100% of the issued
and outstanding shares of Pacific Pharma Technologies, Inc ("PPT") pursuant to a
share exchange agreement with the shareholders of PPT (See Note 4). PPT is a
development stage biopharmaceutical company incorporated under the laws of
British Columbia for the purpose of researching, developing and commercializing
proprietary drugs for the treatment of certain widespread infectious diseases
involving anti-protozan compounds using artificial intelligence, advanced
computational methods and chemical diversity techniques.
GOING CONCERN
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America ("US")
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. As
at September 30, 2007, the Company has working capital of $1,274,360 but has
incurred losses since inception of $3,719,165. Further losses are anticipated in
the development of its business and there can be no assurance that the Company
will be able to achieve or maintain profitability. The continuing operations of
the Company and the recoverability of the carrying value of assets is dependent
upon the ability of the Company to obtain necessary financing to fund its
working capital requirements, and upon future profitable operations. The
accompanying financial statements do not include any adjustments relative to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of this
uncertainty. There can be no assurance that capital will be available as
necessary to meet the Company's working capital requirements or, if the capital
is available, that it will be on terms acceptable to the Company. The issuances
of additional equity securities by the Company may result in dilution in the
equity interests of its current shareholders. Obtaining commercial loans,
assuming those loans would be available, will increase the Company's liabilities
and future cash commitments. If the Company is unable to obtain financing in the
amounts and on terms deemed acceptable, the business and future success may be
adversely affected. Management intends to finance its on-going operations over
the next twelve months with existing cash and cash equivalents and private
equity placements.
33
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
These consolidated financial statements and related notes are presented in
accordance with generally accepted accounting principles in the US and are
expressed in US dollars. The Company is a development stage company as defined
by Statement of Financial Accounting Standard ("SFAS") No. 7, "Accounting and
Reporting by Development Stage Enterprises" and has not realized any revenues
from its planned operations to date. These financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Upstream Canada and
PPT, which were acquired pursuant to share exchange agreements on February 24,
2006 and August 24, 2007 respectively. All inter-company transactions and
account balances have been eliminated on consolidation.
Effective September 30, 2006, Upstream Canada changed its fiscal year end from
December 31 to September 30 for administrative purposes. Accordingly, the
consolidated statements of operations and the consolidated statements of cash
flows are presented for the twelve months ended September 30, 2007 and the nine
months ended September 30, 2006.
(B) USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with US generally accepted
accounting principles 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 revenue and expenses during the reporting period. The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are readily apparent from other sources. The actual results
experienced by the Company may differ materially from the Company's estimates.
To the extent there are material differences, future results may be affected.
Estimates used in preparing these financial statements include the fair value of
stock-based compensation, accretion of convertible debenture, the carrying value
of intellectual property rights and the computation of license fees, retiring
allowances, deferred compensation and deferred income taxes.
(C) CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of bank balances, unrestricted cash balances
in lawyer trust accounts and short-term investments in financial instruments
with maturities less than 90 days held for the purpose of meeting short-term
cash commitments rather than for investing or other purposes. As of September
30, 2007, cash and cash equivalents consist primarily of short-term investments
and bank deposits and the restricted cash consists of security deposits for
Company credit cards.
(D) FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents, other
receivables, restricted cash, accounts payable and accrued liabilities, and
amounts due to related parties. It is management's opinion that the Company is
not exposed to significant interest, currency or credit risks arising from these
financial instruments. The fair value of these financial instruments
approximates their carrying values due to the relatively short maturity of these
instruments.
34
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(E) EQUIPMENT
Equipment is recorded at cost and depreciation is recorded using the
straight-line method over four years and maintenance and repairs are expensed as
incurred.
(F) TRANSLATION OF FOREIGN CURRENCIES
The financial statements are presented in US dollars in accordance with SFAS No.
52, "Foreign Currency Translation". Foreign denominated monetary assets and
liabilities are translated into their US dollar equivalents using foreign
exchange rates which prevail at the balance sheet date. Non-monetary assets are
translated at the exchange rates prevailing at the transaction date. Revenue and
expenses are translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in the
consolidated results of operations; whereas, adjustments arising from
translation of financial statements of the Company's subsidiaries during the
consolidation process are included as a separate component of shareholders'
equity called other comprehensive income (loss).
(G) RESEARCH AND DEVELOPMENT
These costs are charged to expense when incurred and consist primarily of direct
material and personnel costs, contract services and indirect costs. The Company
has received government assistance in the past and may receive same in the
future regarding its research and development activities. When the work is
performed that qualifies for such grants, the related assistance amount is
credited to research and development expense.
(H) STOCK-BASED COMPENSATION
Effective January 1, 2006 the Company adopted the fair value recognition
provisions of SFAS No. 123R, "Share Based Payments", using the modified
prospective transition method. Under this transition method, compensation cost
is recognized for all share-based payments granted prior to, but not yet vested
as of January 1, 2006, based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123, and the compensation cost
of all share-based payments granted subsequent to January 1, 2006, based on the
grant date fair value estimated in accordance with the provisions of SFAS 123R.
All transactions in which goods and services are the consideration received for
the issuance of equity instruments are accounted for based on fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued.
(I) CONVERTIBLE DEBENTURE
In accordance with EITF 00-27 "Application of Issue No. 98-5 to Certain
Convertible Instruments", the proceeds received on issuance of convertible
debentures are allocated between the convertible debt and the detachable
warrants based on their relative fair values. At the date of issuance, the fair
value of the detachable warrants represents the difference between the stated
value and the carrying value of the convertible debenture and is recorded as
additional paid-in capital. The carrying value of the debenture is accreted to
its face value at maturity through straight line charges to interest and finance
charges over its term.
35
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(J) DEFERRED INCOME TAXES
The Company follows the asset and liability method of accounting for income
taxes as set forth in SFAS No. 109, "Accounting for Income Taxes". Under this
method, deferred income tax assets and liabilities are recognized for the future
income tax consequences attributable to differences between the financial
statement carrying amounts of assets and liabilities and their respective tax
balances. Deferred income tax assets and liabilities are measured using enacted
or substantially enacted tax rates expected to apply to the taxable income in
the years in which the differences are expected to be recovered or settled. The
effect on deferred income tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantial enactment. For deferred income tax assets, the full amount of the
potential future benefit is recorded; then a valuation allowance is used to
adjust for the probability of realization.
(K) LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share", which requires presentation of both basic and diluted loss
per share ("LPS") on the face of the statement of operations. Basic LPS is
computed by dividing the net loss available to common shareholders by the
weighted average number of outstanding common shares during the period. Diluted
LPS gives effect to all potentially dilutive common shares outstanding during
the period, including convertible debt, stock options and share purchase
warrants, using the treasury stock method. The computation of diluted LPS does
not assume conversion, exercise or contingent exercise of securities that would
have an anti-dilutive effect on LPS.
(L) LONG-LIVED ASSETS
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", the carrying value of intangible assets and other long-lived
assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest impairment. The Company recognizes impairment
when the sum of the expected undiscounted future cash flows is less than the
carrying amount of the asset. Impairment losses, if any, are measured as the
excess of the carrying amount of the asset over its estimated fair value.
(M) COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the current
year's presentation.
36
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(N) RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company does not expect the
implementation of SAB No. 108 will have any material impact on its financial
position and results of operations.
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. The Company has not yet determined the impact, if any,
that SFAS No. 160 will have on its consolidated financial statements. SFAS No.
160 is effective for the Company's fiscal year beginning October 1, 2009
3. SHARE EXCHANGE AGREEMENT WITH SHAREHOLDERS OF UPSTREAM CANADA
On February 24, 2006, the Company completed the acquisition of 100% of the
issued and outstanding common stock of Upstream Canada pursuant to a share
exchange agreement (the "Agreement") with the shareholders of Upstream Canada.
In accordance with the Agreement, the Company cancelled without consideration
68,650,000 common shares owned by two shareholders of the Company and issued
24,000,000 common shares to the shareholders of Upstream Canada. This was done
in exchange for all 6,000,000 issued and outstanding common shares of Upstream
Canada on the basis of four common shares of the Company for every one common
share of Upstream Canada. There was no cash involved in the transaction.
After the closing, the Company had 44,300,000 common shares issued and
outstanding, of which 24,000,000 were held by the former shareholders of
Upstream Canada, resulting in Upstream Canada shareholders holding 54.2% of the
issued and outstanding common shares of the Company. The share exchange was
deemed to be a corporate reorganization and was accounted for as a
recapitalization of Upstream Canada. Upstream Canada is the parent company for
accounting purposes.
On consolidation, the recapitalization adjustment of $53,050 was charged to the
following equity accounts of the Company:
Accumulated deficit from date of inception
(June 14, 2004) to March 1, 2006 $(49,045)
Additional paid-in capital (4,005)
--------
Recapitalization adjustment $(53,050)
========
37
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
4. PURCHASE OF PPT
On August 24, 2007, the Company completed the acquisition of 100% of
the issued and outstanding common stock of PPT pursuant to a share exchange
agreement with the shareholders of PPT. In accordance with this agreement, the
Company issued 520,000 escrowed common shares into escrow for the benefit of the
two shareholders of PPT. The fair value of the patent application and other
proprietary technology acquired by the Company in the share exchange was
$353,322 comprised of $295,907 for the assets acquired plus $57,415 of deferred
income tax (see Note 7) due to the difference between fair value for accounting
purposes and the value for tax purposes. The total amount was accounted for
using the purchase method and recorded as intellectual property rights on the
Company's balance sheet as of September 30, 2007. The consideration paid was
comprised of:
Non-refundable option to purchase shares $ 23,600
Certain liabilities paid on behalf of PPT at closing 27,907
--------
Total cash consideration 51,507
Fair value of share consideration at date of closing 244,400
--------
Total consideration $295,907
========
The 520,000 common shares will be released from escrow in three separate
amounts: one-third when the Securities and Exchange Commission ("SEC") declares
the Form SB-2, registering these shares, to be effective which it did on October
18, 2007; one-third three months after the effective date; and one-third five
months after the effective date.
In addition and pursuant to the Agreement, the Company:
(i) issued 225,000 common shares to the former shareholders of PPT which
were deposited in a performance-based escrow to be released in the
future when certain agreed milestones are achieved pertaining to the
successful use and implementation of the intellectual property rights
owned by PPT. The fair value of the shares at date of closing was
$105,750 and was recorded in stockholders' equity as deferred
compensation.
(ii) will make contingent payments to the two former shareholders of PPT
when any of the agreed milestones are achieved. The contingent payment
for the achievement of each milestone is payable in either cash or
shares at the sole discretion of the Company and will range from
$150,000 to $500,000 in cash or an equivalent value of shares for each
of the two individuals involved, not to exceed 1,000,000 common
shares, depending on the degree of achievement.
(iii) must spend a minimum $150,000 on third-party testing of the PPT
intellectual property during the four years ending December 31, 2011
or else the maximum contingent payment described above becomes
payable.
(iv) entered into a three-year consulting agreement with one of the former
shareholders of PPT to assist in meeting the agreed milestones for an
annual consulting fee of $50,000 payable in cash monthly and $50,000
payable in common shares to be issued semi-annually.
38
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
5. RELATED PARTY TRANSACTIONS
At September 30, 2007, the Company owed $330,123 (September 30, 2006 - $368,798)
for unpaid compensation of $30,123 (September 30, 2006 - $68,487) and accrued
retiring provisions, included in accounts payable and accrued liabilities, of
$300,000 (September 30, 2006 - $300,000) (Note 10(c)).
The compensation paid or accrued for the benefit of the three Company officers
was as follows:
Nine months
Year ended ended
September 30, September 30,
2007 2006
-------- --------
Management fees and statutory benefits $403,322 $288,720
Amortization of fair value of stock options
granted 476,550 100,150
Other stock-based compensation -- 600,000
-------- --------
Total compensation to Company officers $879,872 $988,870
======== ========
Of the compensation incurred during the year, $152,340 was expensed as research
and development (nine months ended September 30, 2006 - $118,843).
All related party transactions are conducted in the ordinary course of business
and measured at the exchange amount, which is the consideration established and
agreed to by the related parties.
6. CONVERTIBLE DEBENTURE
In March and April 2006, the Company issued a $1,000,000 three-year convertible
debenture bearing interest at 5% per annum, due on February 1, 2009 but
convertible at anytime at the Company's option into 1,000,000 shares of common
stock. The Company's achievement of a previously reported milestone event in
September 2006 triggered the forfeiture of $200,000 of debenture face value and
the expiry of all 400,000 stock purchase warrants which were attached and
exercisable at $1.25 per share.
On March 16, 2007, the Company exercised its option, before maturity, to convert
the remaining $800,000 of debenture face value along with related interest
payable of $53,973 by issuing 853,973 common shares to the debenture holders at
$1.00 per share (see Note 8b). The debenture carrying value of $567,379 at
September 30, 2006 was accreted to the date of conversion to its face value of
$800,000 by expensing $232,621 to the statement of operations as finance
charges. In the same period, interest of $24,806 was accrued bringing the total
interest payable to $53,973 at the date of conversion.
39
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
7. DEFERRED INCOME TAXES
The parent Company is subject to income taxes in Canada and its wholly-owned
subsidiary is subject to income taxes in the United States. As of September 30,
2007, both the Company and its subsidiary had accumulated non-capital loss
carry-forwards of approximately $2,300,000, which are available to reduce
taxable income in future taxation years. These losses begin to expire in 2025
after carry-forward periods of 20 years. The Company is required to compute the
deferred income tax benefits from non-capital loss carry-forwards. However, due
to the uncertainty of realization of these loss carry-forwards, a full valuation
allowance has been provided for this deferred income tax asset. In addition, the
Company has a deferred income tax liability of $57,415 arising from the "tax
gross-up" required by US GAAP on the acquisition of PPT (see Note 4). It
represents the deferred income tax on the difference between fair value of the
Intellectual Property acquired for accounting purposes and the related tax base.
At September 30, 2007 and 2006, the components of the deferred income tax
accounts, the statutory tax rate, the effective tax rate and the elected amount
of the valuation allowance are shown below:
September 30, September 30,
2007 2006
----------- -----------
Non-capital tax loss carry forwards $ 2,300,000 $ 770,000
Statutory tax rate 35% 35%
Effective tax rate -- --
Future income tax asset 805,000 269,500
Less: valuation allowance (805,000) (269,500)
----------- -----------
Net deferred income tax asset $ -- $ --
----------- -----------
Net deferred income tax liability $ 57,415 $ --
=========== ===========
40
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
8. CAPITAL STOCK
A) AUTHORIZED
The authorized capital stock of the Company is comprised of 100,000,000
non-voting preferred shares and 750,000,000 voting common shares, both with a
par value of $0.001 per share.
B) ISSUED AND OUTSTANDING
No preferred shares have been issued to date.
During the nine months ended September 30, 2006, the changes in common stock
were as follows:
(i) 24,000,000 shares were issued pursuant to a share exchange agreement
to the shareholders of Upstream Canada, representing 54.2% of the
Company's outstanding shares at the closing date of February 24, 2006,
in exchange for 100% of the shares of Upstream Canada. Concurrently,
68,650,000 shares held by two former shareholders of the Company were
cancelled without consideration (see Note 3).
(ii) 500,000 shares were issued with a fair value of $600,000 pursuant to a
consulting agreement for financial and administrative services. The
consultant was subsequently appointed an officer of the Company.
(iii) 17,500 shares were issued pursuant to an office lease agreement with
the British Columbia Cancer Agency ("BCCA") calling for advance
payment of six months' rent from May 1 2006 to October 31, 2006 with a
fair value of $17,768.
(iv) 29,577 shares were issued pursuant to a license agreement with BCCA in
settlement of the Company's initial license fee obligation valued at
$17,747.
During the year ended September 30, 2007, the changes in common stock were as
follows:
(i) On January 1 and June 5, 2007, a total of 48,326 shares were issued
pursuant to an office lease agreement with BCCA calling for advance
rent payments every six months, November 1, 2006 to April 30, 2007 and
May 1 to October 31, 2007 respectively, with a combined fair value of
$34,722.
(ii) On February 28 and May 8, 2007, a total of 1,333,334 units were issued
in two lots of 666,667 each at a subscription price of $1.50 per unit
pursuant to private placements with two different shareholders for
total cash consideration of $2,000,000. Each unit consists of one
common share of the Company, one non-transferable Series A warrant and
one non-transferable Series B warrant both entitling the holders to
purchase one additional common share at an exercise price of $1.75 and
$1.85 respectively for the two year periods expiring February 28 and
May 8, 2009 respectively. No value was attributed to the warrants
issued as part of these unit placements.
41
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(iii) On March 15, 2007, 853,973 shares were issued pursuant to the terms
of a three-year 5% convertible debenture due February 1, 2009 whereby
the Company, at its option, was entitled to convert the outstanding
principal of $800,000 and related interest payable of $53,973 into
common shares at $1.00 per share at any time.
(iv) On August 24, 2007, 520,000 escrowed shares were issued into escrow at
fair value of $244,400 pursuant to a share exchange agreement with the
shareholders of PPT. On the same date, 225,000 performance-based
escrow shares were issued at fair value of $105,750 to be released
when certain agreed milestones are achieved (see Note 4).
C) STOCK OPTIONS
During the nine months ended September 30, 2006, 400,000 options were granted to
one of the Company's officers, who is not a director. These options are
exercisable at $0.80 per share for 9 years ending March 1, 2016 with 200,000
vested and expensed in the nine months ended September 30, 2006 with a fair
value of $100,150; 100,000 vesting May 1, 2008 and 100,000 vesting May 1, 2009
with a fair value of $50,075 respectively using the Black-Scholes option pricing
model and the following assumptions: expected stock price volatility of 132%,
risk-free interest rate of 3.5%, expected option life of 3 years and expected
dividend yield of 0%. Due to the subjective nature of these assumptions, the
fair value estimate can vary significantly with changed assumptions.
In March 2007, the Company approved and adopted a stock option plan (the "Plan")
authorizing the issuance of up to 5,000,000 shares of common stock upon exercise
of the options granted pursuant to the Plan. Under the Plan, the Company's
employees, directors, officers, consultants and advisors (collectively the
"Optionee Group") are eligible to receive a grant of the Company's shares,
provided however that bona fide services are rendered by consultants or advisors
and such services are not in connection with the offer or sale of securities in
a capital-raising transaction.
During March and May 2007, the Company granted 1,800,000 additional stock
options pursuant to the Plan at the market price prevailing at the date of grant
to certain members of the Optionee Group under the following terms and
conditions:
(i) 800,000 options exercisable at $0.96 per share for 10 years ending
March 16, 2017 with 300,000 vesting immediately, 300,000 vesting one
year from date of grant, and 200,000 vesting two years from date of
grant. These options were granted in fulfillment of the Company's
previous commitment to two senior officers, who are also directors,
when the plan was under development.
(ii) 700,000 options exercisable from $0.96 to $1.00 per share for 5 years
ending March 16, 2012 with 400,000 vesting immediately, 200,000
vesting one year from date of grant, and 100,000 vesting two years
from date of grant. 100,000 of these options were granted in
fulfillment of the Company's previous commitment to a corporate
communications consultant when the Plan was under development.
42
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(iii) 100,000 options exercisable at $1.02 per share for 5 years ending
March 27, 2012 with 33,333 vesting immediately, 33,333 vesting one
year from date of grant, and 33,334 vesting two years from date of
grant.
(iv) 200,000 options exercisable at $1.41 per share for 5 years ending May
3, 2012 with 66,666 vesting immediately, 66,666 vesting one year from
date of grant, and 66,668 vesting two years from date of grant.
The fair value of stock options granted during the year ended September 30, 2007
has been estimated to be $1,449,100 using the Black-Scholes option pricing model
using the following assumptions: expected stock price volatility of 132%,
risk-free interest rate of 3.5%, expected option life of 3 years and expected
dividend yield of 0%. Due to the subjective nature of these assumptions, the
fair value estimate can vary significantly with changed assumptions.
In connection with these and previously granted options, the Company recorded
$771,809 as stock-based compensation expense for the year ended September 30,
2007 (nine months ended September 30, 2006 - $100,150). The unamortized balance
of $777,441 will be charged to operations in the future on a straight-line basis
over the remaining vesting periods.
A summary of the Company's outstanding stock options as of September 30, 2007 is
presented below:
Options
Outstanding at
Grant Date Expiry Date Exercise Price September 30, 2007
---------- ----------- -------------- ------------------
May 1, 2006 March 1, 2016 $0.80 400,000
March 16, 2007 March 16, 2017 $0.96 800,000
March 16, 2007 March 16, 2012 $0.96-$1.00 700,000
March 27, 2007 March 27, 2012 $1.02 100,000
May 3, 2007 May 3, 2012 $1.41 200,000
---------
TOTALS 2,200,000
=========
The weighted average exercise price and remaining life of the stock options was
$0.92 and 6.32 years, respectively.
43
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
D) SHARE PURCHASE WARRANTS
On both February 28 and May 8, 2007, the Company issued 666,667 Series A
warrants to purchase 666,667 shares of the Company's common stock at a price of
$1.75 per share and 666,667 Series B warrants to purchase an additional 666,667
shares at a price of $1.85 per share pursuant to each of the two private
placement subscription agreements described in Note 10(b). All warrants expire
two years from date of issuance.
A summary of the Company's outstanding stock purchase warrants as of September
30, 2007 is presented below:
Warrants
Outstanding at
Issue Date Expiry Date Exercise Price September 30, 2007
---------- ----------- -------------- ------------------
Feb 28, 2007 Feb 28, 2009 $1.75 666,667
Feb 28, 2007 Feb 28, 2009 $1.85 666,667
May 8, 2007 May 8, 2009 $1.75 666,667
May 8, 2007 May 8, 2009 $1.85 666,667
---------
TOTALS 2,666,668
=========
The weighted average exercise price and remaining life of the stock purchase
warrants was $1.80 and 1.51 years, respectively.
9. NON-CASH INVESTING AND FINANCING ACTIVITIES
During the year ended September 30, 2007, the Company issued 1,647,299 shares
(nine months ended September 30, 2006 - 24,547,077) for non-cash consideration
as follows:
(i) On January 1 and June 5, 2007, a total of 48,326 shares were issued
pursuant to an office lease agreement with BCCA calling for advance
rent payments every six months, November 1, 2006 to April 30, 2007 and
May 1 to October 31, 2007 respectively, with a combined fair value of
$34,722 (see Note 10).
(ii) On March 15, 2007, 853,973 shares were issued pursuant to the terms of
a three-year 5% convertible debenture due February 1, 2009 whereby the
Company, at its option, was entitled to convert the outstanding
principal of $800,000 and related interest payable of $53,973 into
common shares at $1.00 per share at any time (see Note 6).
(iii) On August 24, 2007, 520,000 escrow shares were issued into escrow at
fair value of $244,400 pursuant to a share exchange agreement with the
shareholders of PPT. On the same date, 225,000 performance-based
escrow shares were issued at fair value of $105,750 to be released
when certain agreed milestones are achieved (see Note 4).
44
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
10. COMMITMENTS AND CONTINGENCIES
(A) LICENSE AGREEMENT WITH BRITISH COLUMBIA CANCER AGENCY BRANCH ("BCCA")
The Company entered into a license agreement with BCCA on March 10, 2005 for a
seven year term expiring March 2012 regarding bioinformatics technology
developed at the University of British Columbia ("UBC"). Under terms of the
contract, the Company paid the initial license fee to BCCA prior to September
30, 2007 by issuing 29,477 Company shares having a fair value of $17,747 at the
time of issuance.
In addition, the Company is obligated to pay annual royalties starting September
13, 2006 equal to 10% of the gross revenue from licensed product sales or
$10,072, whichever is greater. At September 30, 2007, royalties of $10,072 have
been accrued but not yet paid.
(B) LICENSE AGREEMENT WITH UNIVERSITY OF BRITISH COLUMBIA ("UBC")
Upstream Canada entered into a License Agreement with UBC on March 23, 2005 for
a ten year term expiring March 2015 regarding bioinformatics technology
developed at UBC. Under terms of the contract, Upstream Canada agreed to pay the
initial license fee consisting of $7,554 cash plus an equity component which is
subject to on-going negotiations. The former has been paid and the latter
accrued at an estimated amount of $12,590, but is not yet paid as of September
30, 2007.
In addition to the license fee and commencing March 2005, Upstream Canada has
agreed to pay the greater of (a) annual royalties equal to 15% of the gross
revenue from licensed product sales or (b) the minimum annual sliding scale
amounts as follows: $7,554 from April 1, 2005 to March 31, 2007 (2 years);
$15,108 from April 1, 2007 to March 31, 2012 (5 years); and $20,144 from April
1, 2012 to March 31, 2015 (3 years). As of September 30, 2007, royalties of
$7,554 have been accrued but not yet paid.
(C) EMPLOYMENT CONTRACTS WITH THREE COMPANY OFFICERS
The Company has entered into employment contracts with three Company officers
for renewable periods of two to three years. The total annual cash compensation
commitment for the three officers is $450,000, excluding a 40% bonus commitment
for two of the three officers when certain performance milestones, yet to be
determined, are achieved.
In the event of contract termination by either party and subject to a 90-day
termination clause, retiring allowances of $300,000 ($150,000 each) will become
immediately payable to two senior officers of the Company. This amount was fully
accrued at September 30, 2007 (Note 11).
The stock option commitments included in the three employment contracts prior to
implementation of the new stock option plan were met following approval of the
plan in March 2007 and 2006. (See Note 8c)
45
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(D) MINIMUM ANNUAL COMMITMENTS
The aggregate minimum annual commitments under the BCCA and UBC license
agreements and the retirement obligations for the next five years ending
September 30 are as follows:
2008 $ 200,180
2009 110,596
2010 25,179
2011 25,179
2012 25,179
Thereafter to 2015, inclusive 70,499
---------
$ 456,812
=========
(E) OFFICE LEASE AGREEMENT
The Company entered into an office lease agreement with BCCA in May 2006 at
$3,100 per month calling for advance payment in common shares every six months.
The price per share is determined by using the average price for the preceding
six-month period less a 20% discount. The lease is renewable on an annual basis
by mutual consent.
(11) RESTATEMENT
The consolidated financial statements for the period ended September 30, 2007
have been amended. The Company has restated its financial statements to correct
the calculation of the accounting for accrued severance liabilities to two
officers. The Company has restated the balance sheet, statement of operations,
cash flows and stockholders' deficit for the period ended September 30, 2007 to
correctly present these revised calculations.
At September 30, 2007, the full accrued liability of $300,000 in connection with
the severance provisions has been recognized and the related accrued liability
of $189,583, previously being accreted straight line over the three year term of
the original employment agreements, has been reversed.
46
UPSTREAM BIOSCIENCES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
The effect on the company's audited financial statements is as follows following
adjustments:
As At September 30, 2007
-------------------------------------------------------
As Originally
Reported Adjustments As Restated
---------- ----------- -----------
$ $ $
BALANCE SHEET
Accounts payable and accrued liabilities 103,957 300,000 403,957
Due to related parties 219,706 (189,583) 30,123
Accumulated deficit (3,706,448) (110,417) (3,816,865)
For The Year Ended September 30, 2007
-------------------------------------------------------
As Originally
Reported Adjustments As Restated
---------- ----------- -----------
$ $ $
STATEMENT OF OPERATIONS AND DEFICIT
Management compensation 382,232 (131,250) 250,982
Net loss (1,928,231) 131,250 (1,796,981)
Cumulative From Inception (June 14, 2004) to September 30, 2007
---------------------------------------------------------------
As Originally
Reported Adjustments As Restated
---------- ----------- -----------
$ $ $
STATEMENT OF OPERATIONS AND DEFICIT
Management compensation 707,909 110,417 818,326
Net loss (3,608,748) (110,417) (3,719,165)
STATEMENT OF CASH FLOWS
Net cash flows used in operating activities
Year ended September 30, 2007 (807,721) -- (807,721)
From inception (June 14, 2004) to
September 30, 2007 (1,382,985) -- (1,382,985)
47
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 8A. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
end of the period covered by this annual report, being September 30, 2007, we
have carried out an evaluation of the effectiveness of the design and operation
of our company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's Chief Executive Officer and our Chief
Financial Officer. Based upon that evaluation, our company's Chief Executive
Officer and our Chief Financial Officer concluded that our company's disclosure
controls and procedures are effective as at the end of the period covered by
this report. There have been no changes in our company's internal controls or in
other factors, which could affect internal control subsequent to the date we
carried out our evaluation.
Disclosure controls and procedures and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time period specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management including our
Chief Executive Officer and our Chief Financial Officer as appropriate, to allow
timely decisions regarding required disclosure.
ITEM 8B. OTHER INFORMATION.
Effective November 13, 2007, we entered into a services agreement and a
materials transfer agreement with Makerere University in Kampala, Uganda,
whereby Makerere University has agreed to assist with the testing of our
compounds. In consideration for the Makerere University's initial services we
have agreed to pay them the sum of $6,900. We plan to undertake additional
testing services from Makerere University over the next twelve month period.
Effective December 7, 2007, we entered into a services agreement and a materials
transfer agreement with Provincial Laboratory for Public Health (ProvLab) in
Alberta, Canada whereby ProvLab has agreed to assist with the testing of our
compounds. In consideration for the ProvLab 's initial services we have agreed
to pay them the sum of $11,028.50. We plan to undertake additional testing
services from ProvLab over the next twelve month period.
48
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
executive officers of our company are appointed by our board of directors and
hold office until their death, resignation or removal from office. Our
directors, executive officers and the executive officers of our operating
subsidiaries, as well as the positions held, age and duration of appointment for
such persons are as follows:
Name Position Held with our Company Age
---- ------------------------------ ---
Joel Bellenson Chief Executive Officer and Director since March 1, 2006 43
Dexster Smith President and Director since March 1, 2006 40
Dr. Dale Pfost Director since April 30, 2007 50
Phil Rice Director since March 27, 2007 50
Tim Fernback Chief Financial Officer since April 12, 2006 40
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of
each director and executive officer during at least the past five years,
indicating each person's principal occupation during the period, and the name
and principal business of the organization by which he was employed.
JOEL LLOYD BELLENSON
Joel Bellenson was appointed as a director and the Chief Executive Officer of
our company on March 1, 2006 and was appointed as a director and Chief Executive
Officer of Upstream Canada in August, 2004. From 1998 to present, Mr. Bellenson
has been a partner in Libra Digital, LLC, a consulting limited liability company
that develops new technologies and provides marketing assistance in the fields
of biotechnology and alternative energy. Mr. Bellenson was also a co-founder of
DigiScents Inc. and its Chief Executive Officer from 1999 to 2001. DigiScents
developed hardware and software multimedia platforms for adding scent to movies,
interactive games, advertising and e-commerce. Mr. Bellenson was also a
co-founder of DoubleTwist Inc., its Chief Executive Officer and Chief Strategist
from 1991 to 1999 and a director from 1991 to 2001. DoubleTwist was a
bioinformatics company that designed informatics systems in the fields of
biology, chemistry and healthcare for customers in the life sciences industries.
Mr. Bellenson obtained a Bachelor of Science (Biology) from Stanford University
in 1988.
DEXSTER L. SMITH
Dexster Smith was appointed as a director and the President of our company on
March 1, 2006 and was appointed as a director and the President of Upstream
Canada in August, 2004. From 1998 to present, Mr. Smith has been a partner in
Libra Digital, LLC, a consulting limited liability company that develops new
technologies and provides marketing assistance in the fields of biotechnology
and alternative energy. Mr. Smith was also a co-founder of DigiScents Inc. and
its President from 1999 to 2001. DigiScents developed hardware and software
multimedia platforms for adding scent to movies, interactive games, advertising
and e-commerce. Mr. Smith was also a co-founder of DoubleTwist Inc., its
President from 1991 to 1999 and a director from 1991 to 2001. DoubleTwist was a
49
bioinformatics company that designed informatics systems in the fields of
biology, chemistry and healthcare for customers in the life sciences industries.
Mr. Smith obtained a Bachelor of Science (Industrial Engineering) from Stanford
University in 1989.
PHILIP RICE
On March 27, 2007, we appointed Philip Rice as a member of board of directors.
Mr. Rice is the Head of International Sales for Wells Fargo. Mr. Rice is a
senior finance and accounting executive with experience in capital markets,
mergers and acquisitions, accounting and regulatory compliance, Sarbanes-Oxley
compliance, Securities and Exchange Commission reporting and internal audit and
tax. Currently, Mr. Rice operates a small consultancy firm in California and is
the former Senior Vice President, Finance for Gateway Bank. Mr. Rice holds his
Bachelor of Arts, Cum Laude from Williams College and his Masters Business
Administration from the Haas School of Business, University of California,
Berkley.
DALE PFOST
On April 30, 2007, we appointed Dale Pfost as a member of our board of
directors. Dr. Dale Pfost currently operates a small biotechnology consultancy
firm and is the former President of Opko Health, Inc. and prior to its merger,
served as the President, Chief Executive Officer and Chairman of Acuity
Pharmaceuticals from 2003 through March 2007. Dr. Pfost served as President,
Chief Executive Officer and Chairman of Orchid BioSciences from 1996 through
2002. From 1988 until 1996, Dr. Pfost served as President, Chief Executive
Officer and Managing Director of Oxford GlycoSciences, where he was the founding
Chief Executive Officer. Dr. Pfost was the founder and President of Infitek,
Inc. from 1982 through 1984 until it was acquired by SmithKline Beckman where
Dr. Pfost served in varying levels of increasing responsibilities through 1988.
Dr. Pfost holds a B.S. in Physics from the University of California Santa
Barbara (1980) and a Ph.D. in Physics from Brown University (1986).
TIM FERNBACK
Tim Fernback has been the Chief Financial Officer of our company since April 12,
2006. Mr. Fernback has over a decade of experience financing both private and
public companies in Canada. Mr. Fernback was the head of the technology
consulting practice for Discovery Capital Corporation, a prominent British
Columbia venture capital firm specializing in financing and consulting to
technology based start-up ventures, and later oversaw the Investment Banking and
Corporate Finance Departments for Western Canadian-based brokerage firm,
Wolverton Securities Ltd.
In 2004, Mr. Fernback left Wolverton Securities and was the founder of a
boutique technology consulting practice. Since 2002, Mr. Fernback has been an
active director of the Okanagan Capital Fund, a Canadian-based technology
venture fund. Mr. Fernback holds an Honors B.Sc. in Biology from McMaster
University (1991) with a concentration in molecular biology, and also a graduate
of the University of British Columbia (1993), where he completed his MBA with a
concentration in Finance.
SIGNIFICANT EMPLOYEES
We have no significant employees beyond the directors and officers of the
company.
FAMILY RELATIONSHIPS
There are no family relationships among our directors or officers.
50
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
AUDIT COMMITTEE
Our company's board of directors acts as our audit committee. Our board of
directors undertakes an independent review of our company's financial
statements, and meets with management to determine the adequacy of internal
controls and other financial reporting matters. The members of our board of
directors are Joel Bellenson, Dexster Smith, Dr. Dale Pfost and Phil Rice. Our
board of directors has determined that Dr. Dale Pfost and Phil Rice are the only
members of our board of directors that are "independent" as the term is used in
Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the
definition of independent director as defined in section 4200 of the Marketplace
Rules of the NASD.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that it does not have a member that
qualifies as an "audit committee financial expert" as defined in Item 401(e) of
Regulation S-B. We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. In addition, we believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated revenues to date.
CODE OF ETHICS
Effective January 29, 2004, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, members of our
board of directors, our company's officers including our President (being our
principal executive officer and principal financial and accounting officer),
contractors, consultants and advisors. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing
and to promote:
(1) honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) full, fair, accurate, timely, and understandable disclosure in reports
and documents that we file with, or submit to, the Securities and
Exchange Commission and in other public communications made by us;
(3) compliance with applicable governmental laws, rules and regulations;
51
(4) the prompt internal reporting of violations of the Code of Business
Conduct and Ethics to an appropriate person or persons identified in
the Code of Business Conduct and Ethics; and
(5) accountability for adherence to the Code of Business Conduct and
Ethics.
Our Code of Business Conduct and Ethics requires, among other things, that all
of our company's personnel shall be accorded full access to our president with
respect to any matter which may arise relating to the Code of Business Conduct
and Ethics. Further, all of our company's personnel are to be accorded full
access to our company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by our company
officers.
In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within our company, consistent with
generally accepted accounting principles, and federal, provincial and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to our company's President. If the incident involves an
alleged breach of the Code of Business Conduct and Ethics by the President, the
incident must be reported to any member of our board of directors. Any failure
to report such inappropriate or irregular conduct of others is to be treated as
a severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our company's Code of Business Conduct and Ethics by another.
We will provide a copy of the Code of Business Conduct and Ethics to any person
without charge, upon request. Requests can be sent to our company at the address
on the cover of this annual report.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of Forms 3, 4 and 5 (and
amendments thereto) furnished to us during or in respect of our year ended
September 30, 2007, we are not aware of any director, executive officer or
beneficial owner of more than 10% of the outstanding common stock who or which
has not timely filed reports required by Section 16(a) of the Exchange Act
during or in respect of such fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
The particulars of compensation paid to the following persons:
* our principal executive officer;
* each of our two most highly compensated executive officers who were
serving as executive officers at the end of the year ended September
30, 2007; and
* up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the most recently
completed financial year,
who we will collectively refer to as the named executive officers, of our years
ended September 30, 2007 and 2006, are set out in the following summary
compensation table:
52
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($)(5) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Joel L. 2007 149,650 Nil Nil 164,110 Nil Nil 52,690 366,450
Bellenson(1) 2006(2) 66,257 50,000 Nil Nil Nil Nil 31,754 148,011
Chief Executive
Officer
and Director
Dexster L. 2007 149,650 Nil Nil 164,110 Nil Nil 52,690 366,450
Smith(3) 2006(2) 66,257 50,000 Nil Nil Nil Nil 31,753 148,010
President and
Director
Tim Fernback(4) 2007 98,642 Nil Nil 148,331 Nil Nil 31,250 278,223
Chief Financial 2006(2) 51,042 Nil 600,000 100,150 Nil Nil Nil 751,192
Officer
----------
(1) Joel Bellenson was appointed director and officer of our company on March
1, 2006.
(2) Nine month transition period ended September 30, 2006.
(3) Dexster Smith was appointed director and officer of our company on March 1,
2006.
(4) Tim Fernback was appointed Chief Financial Officer on April 12, 2006.
(5) The determination of value of option awards is based upon the Black-Scholes
Option pricing model, details and assumptions of which are set out in Note
8(c) to our financial statements included in this Annual Report. Represents
value of options granted to the named executive officer that have vested.
EMPLOYMENT/CONSULTING AGREEMENTS
All of our current research and development is carried out by Mr. Bellenson and
Mr. Smith, with some consulting services carried out by Dr. Artem Cherkasov. Mr.
Bellenson and Mr. Smith have entered into employment agreements, while Dr. Artem
Cherkasov has entered into a consulting agreement with our company. Pursuant to
the terms of the employment agreements, our company agreed to pay Mr. Bellenson
and Mr. Smith a base salary of $150,000 annually. Pursuant to the terms of the
consulting contract, our company agreed to pay Mr. Cherkasov a consulting
services fee of $50,000 plus the equivalent amount of common shares annually.
If the employment agreements between our company and Joel Bellenson or Dexster
Smith are terminated for any reason, our company is required to pay the
respective officer a $150,000 retiring allowance within 30 days of receiving
notification of the termination. If either Mr. Bellenson or Mr. Smith terminate
the employment agreement for any reason with 14 days notice, our company is
required to pay all accrued salary, bonuses and benefits to the respective
officer. Our company may terminate either agreement for cause on receipt of
written notice to the officer, and without cause on 90 days written notice to
the officer. Under such circumstances, our company is required to pay all
accrued salary, bonuses and benefits to the terminated officer.
Our company also retained TCF Ventures Corp., a company beneficially owned by
Mr. Tim Fernback, as a consultant to provide financial advisory services to our
company pursuant to the terms of a Consultant Engagement Agreement dated May 1,
2007, our company agreed to pay the consultant $150,000 annually plus applicable
53
taxes subject to adjustment as set out in the consulting agreement, as well as
400,000 stock options. The options are exercisable until March 1, 2016 at the
exercise price of $0.80 per share. On April 12, 2006, Mr. Fernback became our
company's Chief Financial Officer. If the consulting agreement between our
company and TCF Ventures Corp. is terminated for any reason, our company is
required to pay the respective officer a $150,000 retiring allowance within 30
days of receiving notification of the termination. If TCF Ventures Corp.
terminates the consulting agreement for any reason with 14 days notice, our
company is required to pay all accrued salary, bonuses and benefits. Our company
may terminate either agreement for cause on receipt of written notice to the
officer, and without cause on 90 days written notice to the officer. Under such
circumstances, our company is required to pay all accrued salary, bonuses and
benefits.
Our compensation program for our executive officers is administered and reviewed
by our board of directors. Historically, executive compensation consists of a
combination of base salary and bonuses. Individual compensation levels are
designed to reflect individual responsibilities, performance and experience, as
well as the performance of our company. The determination of discretionary
bonuses is based on various factors, including implementation of our business
plan, acquisition of assets, development of corporate opportunities and
completion of financing.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth for each named executive officer certain
information concerning the outstanding equity awards as of September 30, 2007.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards Stock Awards
-------------------------------------------------------------------- -------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#)(1) Unexercisable(#) Options(#)(2) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- ---------
Joel L. March 16,
Bellenson 150,000 Nil 250,000 0.96 2017 Nil Nil Nil Nil
Chief
Executive
Officer
and
Director
Dexster L. March 16,
Smith 150,000 Nil 250,000 0.96 2017 Nil Nil Nil Nil
President
and
Director
54
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards Stock Awards
-------------------------------------------------------------------- -------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#)(1) Unexercisable(#) Options(#)(2) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- ---------
Tim March 1,
Fernback 200,000 Nil 200,000 0.80 2017 Nil Nil Nil Nil
Chief
Financial
Officer
----------
(1) Represents options granted to the named executive officer that have vested.
(2) Represents options granted to the named executive officer that have not yet
vested.
At September 30, 2007, there were 2,200,000 stock options issued.
During the nine months ended September 30, 2006, 400,000 options were granted to
one of our officers, who is not a director. These options are exercisable at
$0.80 per share for 9 years ending March 1, 2016 with 200,000 vested and
expensed in the nine months ended September 30, 2006 with a fair value of
$100,150; 100,000 vesting May 1, 2008 and 100,000 vesting May 1, 2009 with a
fair value of $50,075 respectively using the Black-Scholes option pricing model
and the following assumptions: expected stock price volatility of 132%,
risk-free interest rate of 3.5%, expected option life of 3 years and expected
dividend yield of 0%. Due to the subjective nature of these assumptions, the
fair value estimate can vary significantly with changed assumptions.
In March 2007, our Company approved and adopted a stock option plan (the "Plan")
authorizing the issuance of up to 5,000,000 shares of common stock upon exercise
of the options granted pursuant to the Plan. Under the Plan, our employees,
directors, officers, consultants and advisors (collectively the "Optionee
Group") are eligible to receive a grant of our shares, provided however that
bona fide services are rendered by consultants or advisors and such services are
not in connection with the offer or sale of securities in a capital-raising
transaction.
During March and May 2007, we granted 1,800,000 additional stock options
pursuant to the Plan at the market price prevailing at the date of grant to
certain members of the Optionee Group under the following terms and conditions:
(i) 800,000 options exercisable at $0.96 per share for 10 years ending
March 16, 2017 with 300,000 vesting immediately, 300,000 vesting one
year from date of grant, and 200,000 vesting two years from date of
grant. These options were granted in fulfillment of the our previous
commitment to two senior officers, who are also directors, when the
plan was under development.
55
(ii) 700,000 options exercisable from $0.96 to $1.00 per share for 5 years
ending March 16, 2012 with 400,000 vesting immediately, 200,000
vesting one year from date of grant, and 100,000 vesting two years
from date of grant. 100,000 of these options were granted in
fulfillment of our previous commitment to a corporate communications
consultant when the Plan was under development.
(iii) 100,000 options exercisable at $1.02 per share for 5 years ending
March 27, 2012 with 33,333 vesting immediately, 33,333 vesting one
year from date of grant, and 33,334 vesting two years from date of
grant.
(iv) 200,000 options exercisable at $1.41 per share for 5 years ending May
3, 2012 with 66,666 vesting immediately, 66,666 vesting one year from
date of grant, and 66,668 vesting two years from date of grant.
The fair value of stock options granted during the year ended September 30, 2007
has been estimated to be $1,449,100 using the Black-Scholes option pricing model
using the following assumptions: expected stock price volatility of 132%,
risk-free interest rate of 3.5%, expected option life of 3 years and expected
dividend yield of 0%. Due to the subjective nature of these assumptions, the
fair value estimate can vary significantly with changed assumptions.
In connection with these and previously granted options, we recorded $771,809 as
stock-based compensation expense for the year ended September 30, 2007 (nine
months ended September 30, 2006 - $100,150). The unamortized balance of $777,441
will be charged to operations in the future on a straight-line basis over the
remaining vesting periods.
A summary of our outstanding stock options as of September 30, 2007 is presented
below:
Options
Outstanding at
Grant Date Expiry Date Exercise Price September 30, 2007
---------- ----------- -------------- ------------------
May 1, 2006 March 1, 2016 $0.80 400,000
March 16, 2007 March 16, 2017 $0.96 800,000
March 16, 2007 March 16, 2012 $0.96-$1.00 700,000
March 27, 2007 March 27, 2012 $1.02 100,000
May 3, 2007 May 3, 2012 $1.41 200,000
---------
TOTALS 2,200,000
=========
The weighted average exercise price and remaining life of the stock options was
$0.92 and 6.32 years, respectively.
AGGREGATED OPTION EXERCISES
There were no options exercised by any officer or director of our company during
our twelve month period ended September 30, 2007.
LONG-TERM INCENTIVE PLAN
Currently, our company does not have a long-term incentive plan in favor of any
director, officer, consultant or employee of our company.
DIRECTORS COMPENSATION
The particulars of compensation paid to our directors for our year ended
September 30, 2007, is set out in the following director compensation table:
56
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
(a) (b) (c) (d)(1) (e) (f) (g) (h)
Dr. Dale Pfost Nil Nil 8,925 Nil Nil Nil 107,100
Phil Rice Nil Nil 12,917 Nil Nil Nil 77,500
----------
(1) The determination of value of option awards is based upon the Black-Scholes
Option pricing model, details and assumptions of which are set out in Note
8(c) to our financial statements included in this Annual Report. Represents
value of options granted to the named director that have vested.
Independent directors may be paid their expenses for attending each board of
directors meeting and may be paid a fixed sum for attendance at each meeting of
the directors or a stated salary as director. No payment precludes any director
from serving our company in any other capacity and being compensated for the
service. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings.
PENSION AND RETIREMENT PLANS
Currently, we do not offer any annuity, pension or retirement benefits to be
paid to any of our officers, directors or employees, in the event of retirement.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of December 18, 2007, certain information
with respect to the beneficial ownership of our company's common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers and the
directors and executive officers of our operating subsidiaries. Each person has
sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. A person
is deemed to be a beneficial owner of any securities of which the person has the
right to acquire beneficial ownership within 60 days.
Name and Address of Amount and Nature of Percentage
Beneficial Owner Position Beneficial Ownership of Class(1)
---------------- -------- -------------------- -----------
Joel L. Bellenson Chief Executive Officer 12,150,000(2) 25.32%
c/o Suite 100 and Director
570 West 7th Avenue
Vancouver, BC V5Z 4S6
Dexster L. Smith President and Director 12,150,000(3) 25.32%
c/o Suite 100
570 West 7th Avenue
Vancouver, BC V5Z 4S6
Timothy Fernback Chief Financial Officer 700,000(4) 1.46%
806 - 699 Cardero Street
Vancouver, BC V6G 3H7
Canada
57
Name and Address of Amount and Nature of Percentage
Beneficial Owner Position Beneficial Ownership of Class(1)
---------------- -------- -------------------- -----------
Philip Rice Director Nil Nil
Dale Pfost Director Nil Nil
Directors and Executive
Officers as a Group(5) 25,000,000 52.10%
----------
(1) Based on 47,827,710 shares of common stock issued and outstanding as of
December 18, 2007. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock listed
above, based on information furnished by such owners, have sole investment
and voting power with respect to such shares, subject to community property
laws where applicable.
(2) We granted 400,000 stock options to Mr. Bellenson under the 2007 Stock
Option Plan at an exercise price of $0.96 per share, of which 150,000
options had vested and may be exercisable as of, or within 60 days after
December 18, 2007.
(3) We granted 400,000 stock options to Mr. Smith under the 2007 Stock Option
Plan at an exercise price of $0.96 per share, of which 150,000 options had
vested and may be exercisable as of, or within 60 days after December 18,
2007.
(4) Consists of 500,000 common shares and 200,000 options held by TCF Ventures
Corp., a wholly-owned company of Mr. Fernback. We granted TCF Ventures
400,000 options at an exercise price of $0.80, of which 200,000 have vested
and may be exercisable as of, or within 60 days after December 18, 2007.
CHANGES IN CONTROL
We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change of control of our company.
58
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as described below, no director, executive officer, principal shareholder
holding at least 5% of our common shares, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or proposed
transaction, since the beginning of our year ended September 30, 2007, or in any
currently proposed transaction, in which the amount involved in the transaction
exceeded or exceeds the lesser of $120,000 or one percent of the average of our
total assets at the year end for the last three completed fiscal years.
At September 30, 2007, we owed $219,706 (September 30, 2006 - $68,798) for
unpaid compensation and accrued retiring allowances to three of our officers,
two of whom are also directors. These amounts are unsecured and non-interest
bearing. The $30,526 of unpaid monthly compensation was paid immediately after
the year end date. The $189,180 of accrued retiring allowances will be paid in
the event of employment termination.
Of the management compensation incurred during the year ended September 30,
2007, $152,340 was expensed as research and development (nine months ended
September 30, 2006 - $118,843).
All related party transactions are conducted in the ordinary course of business
and measured at the exchange amount, which is the consideration established and
agreed to by the related parties.
ITEM 13. EXHIBITS.
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------ -----------
(2) PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
2.1 Share Exchange Agreement dated February 3, 2006, among our company,
Upstream Canada, the shareholders of Upstream Canada and Steve Bajic
(incorporated by reference from our Current Report on Form 8-K filed on
February 6, 2006).
2.2 Amended and Restated Share Exchange Agreement dated February 24, 2006,
among our company, Upstream Canada, the shareholders of Upstream Canada
and Steve Bajic (incorporated by reference from our Current Report on
Form 8-K filed on February 27, 2006).
(3) ARTICLES OF INCORPORATION AND BY-LAWS
3.1 Articles of Incorporation (incorporated by reference from our
Registration Statement on Form SB-2 filed on July 5, 2002).
3.2 Bylaws (incorporated by reference from our Registration Statement on
Form SB-2 Filed on July 5, 2002).
3.3 Certificate of Amendment filed with the Nevada Secretary of State on
March 8, 2005 (incorporated by reference from our Current Report on
Form 8-K filed on March 10, 2005).
3.4 Certificate of Change filed with the Nevada Secretary of State on
December 20, 2005 (incorporated by reference from our Current Report on
Form 8-K filed on December 29, 2005).
3.5 Articles of Merger filed with the Nevada Secretary of State on February
6, 2006 (incorporated by reference from our Current Report on Form 8-K
filed on February 9, 2006).
59
3.6 Certificate of Amendment filed with the Nevada Secretary of State on
November 27, 2006 (incorporated by reference from our Current Report on
Form 8-K filed on November 30, 2006).
(10) MATERIAL CONTRACTS
10.1 Collaborative Research Agreement dated August 11, 2004, among Upstream
Canada, the University of British Columbia and Vancouver Coastal Health
Authority (incorporated by reference from our Current Report on Form
8-K filed on March 7, 2006).
10.2 Contract Service Agreement dated December 20, 2004, between Inimex
Pharmaceuticals Inc. and Upstream Canada (incorporated by reference
from our Current Report on Form 8-K filed on March 7, 2006).
10.3 License Agreement dated March 10, 2005, between British Columbia Cancer
Agency Branch and Upstream Canada (incorporated by reference from our
Current Report on Form 8-K filed on March 7, 2006).
10.4 License Agreement dated March 23, 2005, between The University of
British Columbia and Upstream Canada (incorporated by reference from
our Current Report on Form 8-K filed on March 7, 2006).
10.5 Letter Agreement dated July 17, 2005 between Integrated Brand Solutions
Inc. and ABS Capital Finance (incorporated by reference from our
Current Report on Form 8-K filed on July 21, 2005).
10.6 Termination Agreement dated September 19, 2005 between Integrated Brand
Solutions Inc. and ABS Capital Finance Inc. (incorporated by reference
from our Current Report on Form 8-K filed on September 27, 2005).
10.7 5% $1,000,000 Convertible Debenture dated February 1, 2006 issued to
Novar Capital Corp. by our company (incorporated by reference from our
Current Report on Form 8-K filed on March 7, 2006).
10.8 Consultant Engagement Agreement dated February 7, 2006 among TCF
Ventures Corp., our company and Upstream Canada (incorporated by
reference from our Current Report on Form 8-K filed on March 7, 2006).
10.9 Stock Option and Subscription Agreement dated February 13, 2006,
between our company and TCF Ventures Corp. (incorporated by reference
from our Current Report on Form 8-K filed on March 7, 2006).
10.10 Amendment Agreement dated February 13, 2006, among TCF Ventures Corp.,
our company and Upstream Canada (incorporated by reference from our
Current Report on Form 8-K filed on March 7, 2006).
10.11 Assignment of Invention Agreement dated February 27, 2006 among Joel
Bellenson, Dexster Smith and our company (incorporated by reference
from our Current Report on Form 8-K filed on March 7, 2006).
10.12 Assignment of Invention Agreement dated February 27, 2006 among Joel
Bellenson, Dexster Smith and our company (incorporated by reference
from our Current Report on Form 8-K filed on March 7, 2006).
10.13 Employment Agreement dated March 1, 2006, between our company and Joel
Bellenson (incorporated by reference from our Current Report on Form
8-K filed on March 7, 2006).
10.14 Employment Agreement dated March 1, 2006 between our company and
Dexster Smith (incorporated by reference from our Current Report on
Form 8-K filed on March 7, 2006).
10.15 Financing Services Agreement dated August 29, 2006 between our company
and Atlas Capital Services, LLC (incorporated by reference from our
Current Report on Form 8-K filed on August 30, 2006)
60
10.16 Private Placement Subscription Agreement dated March 2, 2007, between
our company and Ultimate Investments Ltd. (incorporated by reference
from our Registration Statement on Form SB-2 filed on October 1, 2007).
10.17 2007 Stock Option Plan (incorporated by reference from our Registration
Statement on Form SB-2 filed on October 1, 2007).
10.18 Stock Option and Subscription Agreement dated March 16, 2007, between
our company and Dexster Smith (incorporated by reference from our
Registration Statement on Form SB-2 filed on October 1, 2007).
10.19 Stock Option and Subscription Agreement dated March 16, 2007, between
our company and Joel Bellenson (incorporated by reference from our
Registration Statement on Form SB-2 filed on October 1, 2007).
10.20 Stock Option and Subscription Agreement dated March 27, 2007, between
our company and Philip Rice (incorporated by reference from our
Registration Statement on Form SB-2 filed on October 1, 2007).
10.21 Contract for Services Agreement dated May 1, 2007, between our company
and TCF Ventures Corp. (incorporated by reference from our Registration
Statement on Form SB-2 filed on October 1, 2007).
10.22 Stock Option and Subscription Agreement dated May 3, 2007, between our
company and Dale Pfost (incorporated by reference from our Registration
Statement on Form SB-2 filed on October 1, 2007).
10.23 Private Placement Subscription Agreement dated May 3, 2007, between our
company and Red Tree Ventures SA (incorporated by reference from our
Registration Statement on Form SB-2 filed on October 1, 2007).
10.24 Share Exchange Agreement dated August 17, 2007, among our company,
Pacific Pharma Technologies Inc., and the selling shareholders of
Pacific Pharma Technologies Inc. (incorporated by reference from our
Current Report on Form 8-K filed on August 23, 2007)
10.25* Art Cherkasov amended and restated consulting services contract dated
September 12, 2007.
10.26* Materials Transfer Agreement dated December 7, 2007, between our
company and Provincial Lab for Public Health.
10.27* Services Agreement dated December 7, 2007, between our company and
Provincial Lab for Public Health.
10.28* Materials Transfer Agreement dated November 13, 2007, between our
company and Makerere University.
10.29* Services Agreement dated November 13, 2007, between our company and
Makerere University.
(14) CODE OF ETHICS
14.1 Code of Business Conduct and Ethics (incorporated by reference from our
Annual Report on Form 10-KSB filed on July 2, 2004, as amended on July
6, 2004).
(31) SECTION 302 CERTIFICATION
31.1* Certification Statement of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
61
31.2* Certification Statement of the Principal Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(32) SECTION 906 CERTIFICATION
32.1* Certification Statement of the Principal Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act Of 2002
32.2* Certification Statement of the Principal Accounting Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act Of 2002
----------
* Filed herewith.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The aggregate fees billed for the two most recently completed fiscal periods
ended September 30, 2007 and September 30, 2006 for professional services
rendered by Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
("DMCL") for the audit of our annual consolidated financial statements,
quarterly reviews of our interim consolidated financial statements and services
normally provided by the independent accountant in connection with statutory and
regulatory filings or engagements for these fiscal periods were as follows:
Nine Months
Year Ended Ended
September 30, September 30,
2007 2006
-------- --------
Audit Fees and Audit Related Fees $ 30,263 $ 18,924
Tax Fees $ 7,505 Nil
All Other Fees Nil Nil
-------- --------
TOTAL $ 37,768(1) $ 18,924
======== ========
----------
(1) Audit fees for year ended September 30, 2007 have not been billed to us yet
For the years ended December 31, 2005 and 2004 before the change in year end to
September 30, the audit fees billed by our former auditors, Cinnamon Jang
Willoughby - Chartered Accountants ("CJW"), were $3,300 for each year.
ALL OTHER FEES. We were not billed for any other non-audit professional services
by either DMCL for the year ended September 30, 2007 and the nine month period
ended September 30, 2006 nor by CJW, for the fiscal years ended December 31,
2005 and 2004.
POLICY ON PRE-APPROVAL BY THE BOARD OF SERVICES PERFORMED BY INDEPENDENT
AUDITORS
We do not use DMCL for financial information system design and implementation.
These services, which include designing or implementing a system that aggregates
source data underlying the financial statements or generates information that is
significant to our financial statements, are provided internally or by other
service providers. We do not engage DMCL to provide compliance outsourcing
services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Dale Matheson is engaged by us to render any auditing or
permitted non-audit related service, the engagement be:
* approved by our board of directors; or,
62
* entered into pursuant to pre-approval policies and procedures
established by the board of directors, provided the policies and
procedures are detailed as to the particular service, the board of
directors is informed of each service, and such policies and
procedures do not include delegation of the board of directors'
responsibilities to management.
The board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.
The board of directors has considered the nature and amount of fees billed by
DMCL and believes that the provision of services for activities unrelated to the
audit is compatible with maintaining their independence.
63
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UPSTREAM BIOSCIENCES INC.
By: /s/ Joel Bellenson
------------------------------------------------------------
Joel Bellenson
Chief Executive Officer and Director
Principal Executive Officer
Date: December 9, 2010
By: /s/ Tim Fernback
------------------------------------------------------------
Tim Fernback
Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
Date: December 9, 2010
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.
By: /s/ Joel Bellenson
------------------------------------------------------------
Joel Bellenson
Chief Executive Officer and Director
Principal Executive Officer
Date: December 9, 2010
By: /s/ Tim Fernback
------------------------------------------------------------
Tim Fernback
Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
Date: December 9, 2010
By: /s/ Dexter Smith
------------------------------------------------------------
Dexter Smith
President and Director
Date: December 9, 2010
By: /s/ Dale Pfost
------------------------------------------------------------
Dr. Dale Pfost
Director
Date: December 9, 2010
By: /s/ Phil Rice
------------------------------------------------------------
Phil Rice
Director
Date: December 9, 2010
6
