Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 1:
Organization and Basis of Presentation
The unaudited financial
statements included herein have been prepared, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission
(“SEC”). The financial statements and notes are presented as
permitted on Form 10-Q and do not contain information included in the Company’s
annual statements and notes. Certain information and footnote
disclosure normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial
statements be read in conjunction with the November 30, 2009 Form 10-K filed
with the SEC, including the audited financial statements and the accompanying
notes thereto. While management believes the procedures followed in
preparing these financial statements are reasonable, the accuracy of the amounts
are in some respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.
Viropro, Inc. (formerly known
as Food Concepts, Inc.) (the “Company”) was organized under the laws of the
State of Nevada on June 16, 1982. On October 27, 1995, the Company reorganized
and acquired Savon Coffee, Inc. as a wholly owned subsidiary. On January 1,
1996, the Company acquired Palm Beach Gourmet Coffee, Inc. as a wholly owned
subsidiary. On March 31, 1998, the Company divested itself of its coffee
operations and simultaneously acquired Insecta Sales and Research, Inc. as a
wholly owned subsidiary. Viropro, Inc. and its subsidiaries are collectively
referred to in the consolidated financial statements as the “Company”. The
principal business of the Company, which had been the wholesale distribution of
various insecticides, ceased operating during the year ended June 30, 2003.
Subsequent to June 30, 2003, the Company changed its year-end to November 30 and
became a development stage company in accordance with the provisions of ASC
915 “Accounting and Reporting for Development Stage Enterprises”. The
Company is currently developing a generic version of a biopharmaceutical
drug.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 1:
Organization and Basis of Presentation
(continued)
Effective July 1, 2009, the
Company adopted the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles
– Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards
Codification (the “Codification”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative U.S. GAAP for SEC registrants. All guidance
contained in the Codification carries an equal level of authority. The
Codification superseded all existing non-SEC accounting and reporting standards.
All other non-grandfathered, non-SEC accounting literature not included in the
Codification is non-authoritative. The FASB will not issue new standards in the
form of Statements, FASB Positions or Emerging Issue Task Force Abstracts.
Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not
consider ASUs as authoritative in their own right. ASUs will serve only to
update the Codification, provide background information about the guidance and
provide the bases for conclusions on the change(s) in the Codification.
References made to FASB guidance throughout this document have been updated for
the Codification.
Transition
Period
On March 4, 2010, the Company
changed its year end from November 30 to December 31. The current financial
statements therefore incorporate the Statements of Operations and Statements of
Cash Flow for the one month transition period ended December 31, 2009 and the
three months ended March 31, 2010 reflecting the first quarter of 201 as well as
the comparative one month ended December 31, 2008 and three months ended March
31, 2009.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 2:
Going Concern
The Company’s financial
statements are presented on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business.
The Company has experienced
significant losses from operations. The aggregate accumulated deficit and
accumulated deficit during the development stage of the Company is $16,082,148
($1,971,555 and $14,110,593, respectively) including a net loss for the three
months ended March 31, 2010 and 2009, in the amount of $92,262 and $585,584,
respectively.
The Company’s ability to
continue as a going concern is contingent upon its ability to secure additional
financing, increase ownership equity and attain profitable operations. In
addition, the Company’s ability to continue as a going concern must be
considered in light of the problems, expenses and complications frequently
encountered in established markets and the competitive environment in which the
Company operates.
These financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
result from this uncertainty.
Note 3:
Summary of Significant Accounting Policies
Principles
of Consolidation
The consolidated financial
statements include the accounts of the Company and its subsidiary. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Use
of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
On an on-going basis, the Company evaluates its estimates, including, but not
limited to, those related to investment tax credits, bad debts, income taxes and
contingencies. The Company bases its estimates on historical experience and on
various other assumptions
that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results could differ from those
estimates.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
Cash
and Cash Equivalents
The Company considers all
highly liquid debt instruments and other short-term investments with an initial
maturity of three months or less to be cash equivalents.
Comprehensive
Income
The Company adopted ASC
220-10, “Reporting Comprehensive Income,” (formerly SFAS No. 130). ASC
220-10 requires the reporting of comprehensive income in addition to net income
from operations.
Comprehensive income is a
more inclusive financial reporting methodology that includes disclosure of
information that historically has not been recognized in the calculation of net
income.
Fair
Value of Financial Instruments
The carrying amounts reported
in the consolidated balance sheets for cash and cash equivalents, accounts
receivable and accounts payable approximate fair value because of the immediate
or short-term maturity of these financial instruments. For the loans
payable, the carrying amount reported is based upon the incremental borrowing
rates otherwise available to the Company for similar
borrowings.
Currency
Translation
For subsidiaries outside the
United States that prepare financial statements in currencies other than the
U.S. dollar, the Company translates income and expense amounts at average
exchange rates for the year, translates assets and liabilities at year-end
exchange rates and equity at historical rates. The Company’s functional currency
is the Canadian dollar, while the Company reports its currency in the US dollar.
The Company records these translation adjustments as accumulated other
comprehensive income (loss). Gains and losses from foreign currency transactions
are included in other income (expense) in the results of
operations.
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
Revenue
Recognition
In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the various revenue streams of
the Company:
Revenue is recognized at the
time the product is delivered. Provision for sales returns will be estimated
based on the Company’s historical return experience. Revenue is presented net of
returns.
Accounts
Receivable
The Company conducts business
and extends credit based on an evaluation of the customers’ financial condition,
generally without requiring collateral.
Exposure to losses on
receivables is expected to vary by customer due to the financial condition of
each customer. The Company monitors exposure to credit losses and maintains
allowances for anticipated losses considered necessary under the circumstances.
The Company has no allowance for doubtful accounts as of March 31,
2010.
Accounts receivable are
generally due within 30 days and collateral is not required. Unbilled accounts
receivable represents amounts due from customers for which billing statements
have not been generated and sent to the customers.
Income
Taxes
The Company accounts for
income taxes utilizing the liability method of accounting. Under the
liability method, deferred taxes are determined based on differences between
financial statement and tax bases of assets and liabilities at enacted tax rates
in effect in years in which differences are expected to reverse. Valuation
allowances are established, when necessary, to reduce deferred tax assets to
amounts that are expected to be realized.
Fixed
Assets
Fixed assets are stated at
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets; office and computer equipment – 5
years.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
When assets are retired or
otherwise disposed of, the costs and related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is recognized in
income for the period. The cost of maintenance and repairs is charged to
income as incurred; significant renewals and betterments are capitalized.
Deduction is made for retirements resulting from renewals or
betterments.
Depreciation expense for the
one month ended December 31, 2009 and 2008 and the three months ended March,
2010 and 2009 was nil.
Long-lived assets and fixed
assets, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets might not be recoverable. The
Company does perform a periodic assessment of assets for impairment in the
absence of such information or indicators. Conditions that would necessitate an
impairment assessment include a significant decline in the observable market
value of an asset, a significant change in the extent or manner in which an
asset is used, or a significant adverse change that would indicate that the
carrying amount of an asset or group of assets is not recoverable. For
long-lived assets to be held and used, the Company recognizes an impairment loss
only if its carrying amount is not recoverable through its undiscounted cash
flows and measures the impairment loss based on the difference between the
carrying amount and estimated fair value.
Loss
Per Share of Common Stock
Basic net loss per common
share is computed using the weighted average number of common shares
outstanding. Diluted earnings per share (EPS) includes additional dilution
from common stock equivalents, such as stock issuable pursuant to the exercise
of stock options and warrants. Common stock equivalents were not included
in the computation of diluted earnings per share when the Company reported a
loss because to do so would be antidilutive for periods presented.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
The following
is a reconciliation of the computation for basic and diluted EPS:
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(92,262
|
)
|
|
$
|
(585,584
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common shares
Outstanding (Basic)
|
|
|
165,872,294
|
|
|
|
66,647,530
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common stock
Equivalents
|
|
|
|
|
|
|
|
|
|
Stock
options
|
|
|
-
|
|
|
|
-
|
|
|
Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common shares
Outstanding (Diluted)
|
|
|
165,872,294
|
|
|
|
66,647,530
|
|
Stock-Based
Compensation
In 2006, the Company adopted
the provisions of ASC 718-10
“Share
Based Payments”
for its year ended December 31, 2008. The adoption of this principle had no
effect on the Company’s operations
The Company has elected to
use the modified–prospective approach method. Under that transition method, the
calculated expense in 2006 is equivalent to compensation expense for all awards
granted prior to, but not yet vested as of January 1, 2006, based on the
grant-date fair values. Stock-based compensation expense for all awards granted
after January 1, 2006 is based on the grant-date fair values. The Company
recognizes these compensation costs, net of an estimated forfeiture rate, on a
pro rata basis over the requisite service period of each vesting tranche of each
award. The Company considers voluntary termination behavior as well as trends of
actual option forfeitures when estimating the forfeiture
rate.
The Company measures
compensation expense for its non-employee stock-based compensation under ASC
505-50, “
Accounting
for Equity Instruments that are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services
”. The fair value of
the option issued is used to measure the transaction, as this is more reliable
than the fair value of the services
received.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements (Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in
capital.
Segment
Information
The Company follows the
provisions of ASC 280-10, “
Disclosures
about Segments of an Enterprise and Related Information”
. This standard requires that
companies disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. As of March
31, 2010, the Company operates in only one segment and in only one geographical
location.
Reclassifications
The Company has reclassified
certain amounts in their consolidated statement of operations for the one month
ended December 31, 2008 and three months ended March 31, 2009 to conform with
the December 31, 2009 and March 31, 2010 presentation. These reclassifications
had no effect on the net loss for the periods ended December 31, 2009 and March
31, 2010, respectively.
Uncertainty
in Income Taxes
The Company follows ASC
740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This
interpretation requires recognition and measurement of uncertain income tax
positions using a “more-likely-than-not” approach. ASC 740-10 is effective
for fiscal years beginning after December 15, 2006. Management has adopted ASC
740-10 for 2009, and they evaluate their tax positions on an annual basis, and
has determined that as of March 31, 2010, no additional accrual for income taxes
other than the federal and state provisions and related interest and estimated
penalty accruals is not considered necessary.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
Fair
Value Measurements
In September 2006, ASC issued
820,
Fair
Value Measurements
. ASC 820 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosure about fair value measurements.
This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007. Early adoption is encouraged. The adoption of
ASC 820 is not expected to have a material impact on the financial
statements.
In February 2007, ASC issued
825-10,
The Fair
Value Option for Financial Assets and Financial Liabilities – Including an
amendment of ASC 320-10
, (“ASC 825-10”) which
permits entities to choose to measure many financial instruments and certain
other items at fair value at specified election dates. A business entity is
required to report unrealized gains and losses on items for which the fair value
option has been elected in earnings at each subsequent reporting date. This
statement is expected to expand the use of fair value measurement. ASC 825-10 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years.
Recent
Accounting Pronouncements
In December 2007, the ASC
issued ASC 810-10-65,
Noncontrolling
Interests in Consolidated Financial Statements
. ASC 810-10-65 establishes
accounting and reporting standards for ownership interests in subsidiaries held
by parties other than the parent, changes in a parent’s ownership of a
noncontrolling interest, calculation and disclosure of the consolidated net
income attributable to the parent and the noncontrolling interest, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest and fair value measurement of any retained noncontrolling equity
investment. ASC 810-10-65 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early adoption is prohibited. Management is determining the impact
that the adoption of ASC 810-10-65 will have on the Company’s financial
position, results of operations or cash flows.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
In December 2007, the Company
adopted ASC 805,
Business
Combinations
(“ASC 805”). ASC 805 retains the fundamental requirements that the acquisition
method of accounting be used for all business combinations and for an acquirer
to be identified for each business combination. ASC 805 defines the acquirer as
the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. ASC 805 will require an entity to record separately from
the business combination the direct costs, where previously these costs were
included in the total allocated cost of the acquisition. ASC 805 will
require an entity to recognize the assets acquired, liabilities assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair
values as of that date.
ASC 805 will require an
entity to recognize as an asset or liability at fair value for certain
contingencies, either contractual or non-contractual, if certain criteria are
met. Finally, ASC 805 will require an entity to recognize contingent
consideration at the date of acquisition, based on the fair value at that
date. This will be effective for business combinations completed on or
after the first annual reporting period beginning on or after December 15,
2008. Early adoption is not permitted and the ASC is to be applied
prospectively only. Upon adoption of this ASC, there would be no impact to
the Company’s results of operations and financial condition for acquisitions
previously completed. The adoption of ASC 805 is not expected to have a
material effect on the Company’s financial position, results of operations or
cash flows.
In March 2008, ASC issued ASC
815,
Disclosures
about Derivative Instruments and Hedging Activities
”, (“ASC 815”). ASC 815
requires enhanced disclosures about an entity’s derivative and hedging
activities. These enhanced disclosures will discuss: how and why an entity uses
derivative instruments; how derivative instruments and related hedged items are
accounted for and its related interpretations; and how derivative instruments
and related hedged items affect an entity’s financial position, financial
performance, and cash flows. ASC 815 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008.
The Company does not believe that ASC 815 will have an impact on their results
of operations or financial position.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
In April 2008, ASC 350-30 was
issued, “Determination of the Useful Life of Intangible Assets”. The Company was
required to adopt ASC 350-30 on December 1, 2008. The guidance in ASC 350-30 for
determining the useful life of a recognized intangible asset shall be applied
prospectively to intangible assets acquired after adoption, and the disclosure
requirements shall be applied prospectively to all intangible assets recognized
as of, and subsequent to, adoption. The Company does not believe ASC 350-30 will
materially impact their financial position, results of operations or cash
flows.
In May 2008, ASC 470-20 was
issued, “Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement)” (“ASC 470-20”). ASC 470-20
requires the issuer of certain convertible debt instruments that may be settled
in cash (or other assets) on conversion to separately account for the liability
(debt) and equity (conversion option) components of the instrument in a manner
that reflects the issuer’s non-convertible debt borrowing rate. ASC 470-20 is
effective for fiscal years beginning after December 15, 2008 on a retroactive
basis. The Company does
not believe that the adoption
of ASC 470-20 will have a material effect on its financial position, results of
operations or cash flows.
In June 2008, ASC 815-40 was
issued, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to
an Entity’s Own Stock” (“ASC 815-40”), which supersedes the definition in
ASC 605-50 for periods beginning after December 15, 2008. The objective of ASC
815-40 is to provide guidance for determining whether an equity-linked financial
instrument (or embedded feature) is indexed to an entity’s own stock
and
it applies to any
freestanding financial instrument or embedded feature that has all the
characteristics of a derivative in accordance with ASC
815-20.
ASC 815-40 also applies to
any freestanding financial instrument that is potentially settled in an entity’s
own stock. The Company believes that ASC 815-40, will not have a material impact
on their financial position, results of operations and cash
flows.
In June 2008, ASC 470-20-65
was issued, Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“ASC 470-20-65”). ASC
470-20-65 is effective for years ending after December 15, 2008. The overall
objective of ASC 470-20-65 is to provide for consistency in application of all
the standards issued for convertible securities. The Company has computed and
recorded a beneficial conversion feature in connection with certain of their
prior financing arrangements and does not believe that ASC 470-20-65 will have a
material effect on that accounting.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
Effective April 1, 2009, the
Company adopted ASC 855,
Subsequent
Events
(“ASC
855”). ASC 855 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date – that is, whether that date represents the date the financial statements
were issued or were available to be issued. This disclosure should alert all
users of financial statements that an entity has not evaluated subsequent events
after that date in the set of financial statements being presented. Adoption of
ASC 855 did not have a material impact on the Company’s results of operations or
financial condition. The Company has evaluated subsequent events through May 14,
2010, the date the financial statements were issued.
Effective July 1, 2009, the
Company adopted FASB ASU No. 2009-05,
Fair
Value Measurement and Disclosures (Topic 820)
(“ASU 2009-05”). ASU 2009-05
provided amendments to ASC 820-10,
Fair
Value Measurements and Disclosures – Overall
, for the fair value
measurement of liabilities. ASU 2009-05 provides clarification that in
circumstances in which a quoted market price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required for Level 1 fair value measurements.
Adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.
In January 2010, the Company
adopted FASB ASU No. 2010-06,
Fair
Value Measurement and Disclosures (Topic 820)- Improving Disclosures about Fair
Value Measurements
(“ASU 2010-06”). These
standards require new disclosures on the amount and reason for transfers in and
out of Level 1 and 2 fair value measurements. The standards also require new
disclosures of activities, including purchases, sales, issuances, and
settlements within the Level 3 fair value measurements. The standard also
clarifies existing disclosure requirements on levels of disaggregation and
disclosures about inputs and valuation techniques. These new disclosures are
effective beginning with the first interim filing in 2010. The disclosures about
the rollforward of information in Level 3 are required for the Company with its
first interim filing in 2011. The Company does not believe this standard will
impact their financial statements.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 3:
Summary of Significant Accounting Policies (continued)
Other ASU’s that have been
issued or proposed by the FASB ASC that do not require adoption until a future
date and are not expected to have a material impact on the financial statements
upon adoption.
Note 4: Income
Taxes
As of March 31, 2010, the
Company has a net operating loss carry forward of approximately $7,850,000
. This loss will be available to offset future taxable income. If
not used, this carry forward will expire through 2030. Components of net
deferred tax assets, including a valuation allowance, are as
follows:
|
|
|
|
|
Net
operating loss carryforward
|
|
$
|
2,670,000
|
|
Total
deferred tax assets
|
|
|
2,670,000
|
|
Less:
Valuation Allowance
|
|
|
(2,670,000
|
)
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
The valuation allowance for
deferred tax assets as of March 31, 2010 was approximately $2,670,000. In
assessing the recovery of the deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the
scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment. As a
result, management determined it was more likely than not the deferred tax
assets would not be realized as of March 31, 2010 and, accordingly, recorded the
full valuation allowance.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 4: Income Taxes
(continued)
Reconciliation between the
statutory rate and the effective tax rate is as follows at March
31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
statutory tax rate
|
|
|
(34.0
|
)%
|
|
|
(34.0
|
)%
|
Change
in valuation allowance
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Note 5:
Convertible Debentures
On March 1, 2007, Viropro
undertook to issue up to $1,300,000 of convertible debentures. As of May 31,
2007, $1,300,000 was collected and none of the convertible debenture remained
available. The Company has determined the debentures to have a beneficial
conversion feature totalling $420,527. The beneficial conversion feature
has been recorded as a debt discount which will be amortized over the life of
the loans. The beneficial conversion feature was valued under the
Black-Scholes option pricing model using the following assumptions: a stock
price between $0.19 and $1.19; estimated life of 3 years; historical volatility
rate ranging between 205% and 251% and debt discount rate of 6.00%. The
investors had 3 years from March 1, 2006 to exercise 6,500,000
warrants.
The warrant strike price was
of $0.25 per share of restricted stock. The Company has determined the
warrants to have a value of $838,587 which has been reflected as a financing
cost and have been amortized over the life of the loans. The warrants were
valued under the Black-Scholes option pricing model.
From March 1, 2007 to March
1, 2009 investors converted $630,490 in private debenture financing which
included accumulated interest of $74,490 into 3,032,112 common shares. In
addition, debentures totalling $56,000 were settled with
cash.
At the maturity date of the
debenture, the Company offered to the owners to exchange the debenture for
common shares instead of cash. The Company has thus issued 13,661,600
common shares to buy up $603,000 of debenture, cumulated interest of $43,424 and
a premium valued at $36,656. In addition, debentures totalizing $25,000
were settled with $5,000 in cash. At March 31, 2010 outstanding debentures
of $30,000 (four debenture holders) were still unpaid and are in
default.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 5: Convertible
Debentures (continued)
The debentures were in
default as they were still outstanding past the maturity date. The Company is
involved in litigation regarding this outstanding total (See Note
8).
On October 2007, the Company
announced an expected US$ 1.5 million financing. On December 21, 2007, the
Company informed its stockholders that the first tranche of US$ 300,000 related
to the US$ 1.5 Million financing was not closed due to unfavorable market
conditions. The Company raised only $70,000 from this first tranche of
$300,000.
The Company has determined
the debentures to have a beneficial conversion feature totaling $22,165.
The beneficial conversion feature has been recorded as a debt discount has been
amortized over the life of the loan. The beneficial conversion feature was
valued using the intrinsic value method using the following assumptions: a stock
price of $0.08 and an estimated life of 2 years. This debenture bears an annual
interest rate of 6%, the conversion price is set at $0.06 per share and the
maturity is November 1, 2009. The beneficial conversion feature was fully
amortized as of November 30, 2009. The $70,000 debenture remains outstanding as
of March 31, 2010.
Note 6: Stockholders’
Deficit
During the five month period
ended November 30, 2003, the Company implemented a 1 to 12.14 reverse stock
split. All share and per share amounts have been restated to effect this
split.
At February 28, 2006, the
shareholders approved an increase in share capital to 45,000,000 authorized
shares of common stock with a par value of $0.001. On October 25, 2006,
the shareholders approved an additional increase in share capital to 100,000,000
authorized shares of common stock with a par value of $0.001
During November 2004, the
Company issued 250,000 common shares pursuant to the exemption contained in
Regulation S for cash aggregating $50,000.
During December 2004, the
Company filed a Registration Statement under Rule S-8 and issued 1,000,000
common shares for services rendered during the year ended November 30, 2004. The
fair value of these shares of $305,000 has been recorded as a stock subscription
at November 30, 2004 and charged to operations during the year ended November
30, 2004.
During December 2004, the
Company issued 682,500 common shares pursuant to the exemption contained in
Regulation S for cash received prior to November 30, 2004, aggregating $136,500.
In conjunction with this offering the Company issued 1,457,500 warrants to
purchase common shares at $.25 per share. The warrants expire in December
2006.
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements (Unaudited)
March
31, 2010
Note 6: Stockholders’ Deficit
(continued)
During February 2005, the
Company issued 2,152,000 common shares for services performed during the year
ended November 30, 2004. The fair value of these shares of $748,640 has been
recorded as a stock subscription at November 30, 2004 and charged to operations
during the year ended November 30, 2004.
During February 2005, the
Company issued 493,200 common shares pursuant to the exemption contained in
Regulation S for cash received aggregating $105,660. In conjunction with this
offering the Company issued
741,400 warrants to purchase
common shares at $0.25 per share and 50,000 warrants to purchase common shares
at $.35 per share. The warrants expire in February 2007.
During February 2005, the
Company issued 685,000 common shares for services performed. The shares were
valued at their fair market value of $287,700 which was charged to operations
during the year.
During March 2005, the
Company issued 850,000 shares of common stock pursuant to a Form S-8
Registration Statement for services provided. These shares were valued at their
fair market value of $405,150 which was charged to operations during the
year.
During the period from
February to May 2005, the Company issued 922,430 common shares pursuant to the
exemption contained in Regulation S for cash received aggregating $184,986. In
conjunction with this offering the Company issued 543,930 warrants to purchase
common shares at $.25 per share. The warrants expire from February to May
2007.
During June 2005, the Company
issued 1,245,000 common shares for services performed. The shares were valued at
their fair market value of $361,050 which was charged to operations during the
year.
During September 2005, the
Company issued 3,485,965 common shares for services performed. The shares were
valued at their fair market value of $697,194 which were charged to operations
during the year.
During the period from
September through November 2005, the Company agreed to issue an aggregate of
1,487,500 common shares pursuant to the exemption contained in Regulation S for
cash received of $297,500 and 125,000 common shares for a receivable of $25,000
which was paid in March 2006. In conjunction with this offering the Company
issued 1,597,500 warrants to purchase common shares at $0.25 per share. The
warrants expire from September to December 2007. In addition the Company agreed
to issue 300,000 common shares for services performed and to be performed which
were valued at their fair market value of $60,000. Through November 30, 2005,
the Company has charged $15,000 to operations related to this
issuance.
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements (Unaudited)
March
31, 2010
Note 6: Stockholders’ Deficit
(continued)
During the period December
2005 through November 2006, the Company issued an aggregate of 9,108,555 shares
for services performed totalling $3,032,899. In January 2006, the Company
issued 3,500,000 shares valued at $1,050,000 in exchange for a patent.
During the period December 2005 through November 2006, the Company issued
an aggregate of 4,000,997 common shares pursuant to the exemption contained in
Regulation S for cash received of $705,588.
During April 2007, 1,937,612
shares were issued for conversion of debentures and payment of interest on the
debenture, valued at $387,522 or $0.20 per share.
During May 2007, 557,500
shares were issued for services performed which were valued at their fair market
value totalling $105,200.
During May 2007, 203,021
shares were issued for conversion of debentures and payment of interest on the
debenture, valued at $40,604 or $0.20 per share.
During July 2007, 1,336,336
shares were issued for services performed, which were valued at their fair
market value totalling $133,634.
During October 2007, 740,000
shares were issued for conversion of debentures, valued at $148,000 or $0.20 per
share.
During November 2007, 121,820
shares were issued for payment of interest on the debentures, valued at $24,364
or $0.20 per share.
During November 2007, 600,000
common shares were issued pursuant to the exemption contained in Regulation S
for cash, valuing $62,000. The Company expensed $69,861 of previously
issued shares recorded as deferred compensation. On March 19, 2007, the Company
received $30,000 for 375,000 shares at $0.08 per share of common stock. As of
May 31, 2008, the Company had not issued any of these shares and accordingly has
reflected $30,000 as a common stock payable. The Company anticipates issuing
such shares in the following fiscal year.
On April 1, 2008, a holder of
the Company’s convertible debentures agreed in writing to convert their
debentures into restricted shares of the Company’s common stock. The
Company hereby converted $30,000 of principle on the debentures in exchange for
the issuance of 150,000 shares of common stock.
In 2006,
the Company asserted a counter-claim (Case No. 2:06-cv-00739-RCJ-RJJ) seeking
the return and cancellation of 6,800,000 million shares of Viropro that it felt
were improperly issued. On April 16, 2008, the Company settled with
various individuals resulting in the following change in equity: (See
Note 8: Legal Proceedings for additional detail).
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements (Unaudited)
March
31, 2010
Note 6: Stockholders’ Deficit
(continued)
On April
16, 2008, the Company entered into six “Release of all Claims and Settlement
Agreements” (RCSA). The settlements resulted in the return and
cancellation of 2,847,000 restricted shares and issuance of 3,725,000 free
trading shares. The 878,000 shares issued in excess were valued at
$0.05 per share, for a total value of $40,078. In addition, the
settlement called for the release of all liabilities due to previous
management.
On April
16, 2008, the Company entered into three additional RCSA’s. The
settlements stated that the parties mutually agreed to return to the Company a
total of 779,750 shares. The return of the shares was valued based on
their original issuance which ranged from $0.02 to $0.32 per share for a total
value of $177,790 resulting in a gain on settlement. This resulted in
a net gain on settlement related to the cancelation of shares of
$137,712.
On April
16, 2008, the Company entered into an RCSA with an individual. The
settlement stated that the shareholder was to return 1,000 shares for cash
consideration of $100.
Also during May 2008, the
Company received 100,000 shares that had been granted to one consultant for work
that prior management considered had never been performed. The shares were
valued at $32,000 and recorded as consulting expense in a prior year. The
consultant agreed to return the shares and they were cancelled resulting in a
gain in the current period of $32,000.
In July 2008, the Company
negotiated the return and cancellation of 2,750,000 shares it had granted to
Immuno Japan upon reaching an agreement for the supply of CHO cells and the
marketing and production of therapeutic proteins. As this agreement was never
implemented, Immuno Japan agreed to return 2,750,000 shares out of the 4,000,000
that had been issued at the onset, in November 2004. The shares were
deemed to have no value.
During
December 2008, the Company issued 5,000,000 restricted common shares to
Biologics Process Development Inc. pursuant to the exemption contained in
Regulation S for cash aggregating $50,000.
During December 2008, the
Company issued 750,000 common shares to settle a claim against the company and
resulting in a loss on settlement of $22,500.
During February 2009, the
Company issued 20,000,000 restricted common shares to Biologics Process
Development Inc. pursuant to the exemption contained in Regulation S for cash
aggregating $200,000.
During February 2009,
17,173,300 shares were issued for conversion of the First Royalty debenture and
payment of interest on the debenture, valued at $801,151 or $0.03 per
share.
During February 2009, 16,500
shares were issued for payment of interest on the debenture, valued at $3,300 or
$0.20 per share.
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements (Unaudited)
March
31, 2010
Note 6: Stockholders’ Deficit
(continued)
During February 2009,
4,200,000 shares were issued for services performed which were valued at their
fair market value totalling $42,000.
Also during February 2009,
the Company received 966,667 shares that had been granted to one consultant for
work that prior management considered had never been performed. The shares were
valued at $248,333 and recorded as consulting expense in a prior year. The
consultant agreed to return the shares and they were cancelled resulting in a
gain in the current period of $248,333.
During
March 2009, the Company repurchased convertible debentures issued to Seurecap
against issuance of 13,661,600 free trading shares valued at $315,465 or $0,05
per shares. The outstanding balance of the debentures stands, as of November 30,
2009 at $30,000.
In April
2009, the Company issued 500,000 free trading shares to Citivac for services
rendered.
In June
2009, the Company issued 2,000,000 free trading shares to Financial Pacific to
settle a claim.
In June
2009, the Company issued 8,333,333 restricted shares to Biologics Process
Development as conversion of the debenture it had bought from First
Royalties.
In July
2009, the Company issued 1,225,000 restricted shares to 9188-5400 Quebec Inc as
interest payment on the First Royalties convertible debentures.
In July
2009, the Company issued 9,000,000 shares to Intas Biopharmaceuticals Ltd to
convert its $180,000 milestone payment made in September 2007 as equity
investment.
In July
2009, the Company issued 37,500,000 restricted shares to Biologics Process
Development for cash investments totalling $250,000.
In August
2009, the Company issued 500,000 free trading shares to Immuno Japan as
settlement to cancel agreement entered into in 2004.
In August
2009, the Company issued 8,333,333 restricted shares to Biologics Process
Development as conversion of the debenture it had bought from First
Royalties
In
September 2009, the Company issued 1,250,000 free trading shares to Financial
Pacific to settle a claim against the Company.
In
September 2009, the Company issued 400,000 free trading shares to 6143865 Canada
Inc. to settle payment of a debt that had matured in March
2009.
Viropro,
Inc. and subsidiaries
(A
Development Stage Company)
Notes
to Financial Statements (Unaudited)
March
31, 2010
Note 6: Stockholders’ Deficit
(continued)
In
November 2009, the Company issued 500,000 restricted shares to Richard Arcand as
payment for services rendered.
In March 2010, 3,200,000
shares were issued for services, valued at $48,000 or $0.015 per
share.
Note 7: Commitments and
Contingencies
During the periods covered by
these financial statements, the Company issued shares of common stock and
subordinated debentures without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public offering
of its securities and the Company did comply with the “safe harbor” exemptions
from registration, if such exemptions were found not to apply, this could have a
material impact on the Company’s financial position and results of operations.
In addition, the Company issued shares of common stock pursuant to Form S-8
registration statements and pursuant to Regulation S. The Company believes that
it complied with the requirements of Form S-8 and Regulation S in regard to
these issuances; however, if it were determined that the Company did not comply
with these provisions, this could have a material impact on the Company’s
financial position and results of operations.
In April 2008, the Company
decided to award to Innium Technologies of Montreal all its research and
development on the Anti-CD20 project. Viropro will fund the R&D costs
but will retain the entire intellectual property and all rights relating to the
project; in so doing, Viropro has further reduced its fixed costs but all
advances made prior to this agreement have been expensed so as to reflect the
arm’s length relation with Innium.
Note 8: Legal
Proceedings
On June 21, 2009, a holder of
a $5,000 Securecap convertible debenture initiated court procedures to collect
payment due at maturity on March 31, 2009. The Company claims this
debenture is not binding and declined to pay the outstanding balance of $30,000
presumably owed to four individuals. Proceedings have been suspended by the
Court to allow for clarification of request and no further action has been
taken.
Viropro, Inc. and
subsidiaries
(A
Development Stage Company)
Notes to
Financial Statements
(Unaudited)
March 31,
2010
Note 8:
Legal Proceedings (continued)
On July 13, 2009 HKDP, a
supplier to Viropro initiated procedures claiming $37,991.95 for an unpaid bill.
Management is contesting the procedure arguing a stay of execution was exceeded.
Services deemed rendered were prior to 2007.
Note 9: Subsequent
Events
On April 14, the Company
announced it had completed the acquisition of Biologics Process Development Inc.
(“
BPD
”) against issuance of
90,000,000 common shares to Intas Biopharmaceutics to own 100% of the
outstanding shares of BPD.
On April 26, the Company
announced it had initiated discussions with Intas Biopharnaceuticals to purchase
assets that would complement its CRAMS offer.
Item 2.
Management’s Discussion and Analysis
THE
FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
VIROPRO, INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES INCLUDED ELSEWHERE IN THIS REPORT.
THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. VIROPRO, INC.’S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET
CONDITIONS.
Overview
Viropro, Inc. conducts
operations through its subsidiaries, Viropro International Inc. ("VPRI") and,
since April 14, 2010, Biologics Process Development Inc. of San Diego CA
("BPD"), and specializes in the transfer of its technologies for industrial
production of biogeneric therapeutic proteins for the treatment of various
diseases including cancer, diabetes, hepatitis or multiple sclerosis. The
company’s principal objective is to provide manufacturing process technology
transfers to biotech and pharmaceutical companies in global markets with unmet
medical needs.
Viropro enjoys close working
relations with some of the leading biotech research institutes in North America,
one of which, for example, is the Biotech Research Institute (BRI) in Montreal,
Canada, a constituent of the National Research Council of Canada. Viropro
has licensed from BRI a high-efficiency expression system platform for antibody
production.
Since April 14, 2010, Intas
Biopharmaceuticals Ltd. (IBPL), of India, is the controlling shareholder of
Viropro Inc. IBPL is one of India’s leading biotechnology companies, with
a “Products” business and a “Contract Services” business. It is the only
biotech company in India that has an EMEA-approved cGMP biologics facility and
has brought four biopharmaceuticals to the market in as many
years.
Protein analytics and the
bio/pharma industry go hand in hand. It is safe to say that without
protein analytical technology, there would be no biotech industry today!
It is also safe to say that the better the science and the skill-set available
to perform leading-edge protein analysis, the better the chance that a new drug,
or a biogeneric, can be qualified in unequivocal terms for approval by
regulatory authorities such as the Food and Drug Administration, for clinical
trials and for subsequent marketing of the drug product.
Viropro strategic plan aims
to develop into a premier Biotechnology Contract Research and Manufacturing
Services (CRAM) company, within a five year timeframe. The intention is to
have the operating subsidiaries VPRI /BPD field key services using modern
biotechnology principles in the area of biologics process development and cGMP
based biologics contract manufacturing.
Viropro believes that the
fundamentals of the biotech industry, from a US perspective, continue to be
strong (in spite of the recent financial bottleneck) for the following
reasons:
·
The biotech industry has had
more than twenty-five years of building the necessary infrastructure for
sustained growth.
·
Over $692M flowed into
early-stage biopharma, diagnostic and device companies in May and over $2.5B
thus far in 2009 and 2010.
·
Pricing power in deals with
pharmaceutical partners has steadily improved. In the earlier days,
biotech companies were happy to settle for low double-digit royalty from a
pharmaceutical company to obtain sufficient funding for a drug’s
development. Currently, it is common for biotech companies and their
pharmaceutical partners to enter into 50:50 profit sharing arrangements,
representing at least a 3-fold increase in the industry’s pricing
power.
·
This is a noncyclical
industry that should be mostly sheltered from economic
downturns.
·
Biotech has produced real
results, with an increasing number of products coming to market. Based
upon the number of biotech drugs currently in the US FDAs approval pipeline, it
can be said that the biotech industry has reached critical mass-it is no longer
an industry based upon hopes and dreams.
·
By 2014, seven of the top ten
drugs are going to be biopharmaceuticals. (In-PharmaTechnologist.com, June
18, 2009).
Viropro's analysis of the US
biotech market is summarized below from the perspective of opportunities for
Indo-US Biotech companies. The availability of highly skilled, but
low-cost scientific manpower in India-a situation not too different from the
niche carved out by Indian software companies-provides the following
avenues:
·
The increasing trend towards
Contract R&D by bio/pharmaceutical companies due to the ever-expanding cost
of bringing bio/pharmaceuticals to the market.
·
A noticeable trend towards
Contract Manufacturing (in US FDA approved GMP
facilities).
·
The production of off-patent
Biopharmaceuticals (a.k.a. Biosimilars / Biogenerics / Follow-on biologics-FOBs
).
The worldwide
biopharmaceutical market was estimated at over US$ 50 billion in 2004
(Biopharma). Biopharmaceuticals are a growing field, the rate of new products
being
approved has increased
steadily, more than doubling from the 1990s through to 2005 (Bioplan 2006 and
Nature 2004). A series of key blockbuster products developed in the 1980s and
1990s and selling of over US$ 30 billion are predicted to remain the dominant
revenue generators over the coming years (Nature Biotech., 2004). All of
Viropro’s targeted biogenerics are among these blockbuster
biopharmaceuticals.
Viropro’s management
structure is very lean. In fact, the Company is managed by two executives;
research and development is subcontracted, since April 2008, to Innium
Technology with Viropro holding the exclusive rights on the research.
Innium Technology, an independent and private company bears the
infrastructure and personnel costs leaving Viropro with minimal fixed costs,
liabilities and long term commitment.
Contractual work is also very
low risk and will allow Viropro to generate constant revenues and cash flow for
its development projects.
Technology
and strategic alliances
Viropro now holds a versatile
technology platform with an exclusive license portfolio. This is a result of
strong partnerships with the Biotechnology Institute in Montreal through
an agreement that includes the use of a proprietary promoter that significantly
enhances the yield of recombinant proteins.
Viropro's platform technology
allows it to develop manufacturing processes for blockbuster biotech products
which are already off patent or for which patent expiry is imminent. The
platform also allows the Company to undertake contractual development for
biotechnology and biopharmaceutical manufacturing companies, and develop or
co-develop new products with partnering companies.
Our strength is in our
technological platform, i.e. the intellectual property and know-how and rights
that allows us to quickly develop high quality biopharmaceutical manufacturing
processes at low cost. Our technological platform will allow us to develop
more efficient manufacturing processes than those of our competitors who most
often use technologies dating to the 1980s and 90s. Additionally,
Viropro’s leadership team has a strong international network of contacts, which
enables Viropro to acquire and out-license technologies and furthers the
development goals of the Company.
In order to strengthen and
expand Viropro's manufacturing and development capabilities, a partnership
agreement was signed with the National Research Council of Canada’s
Biotechnology Research Institute in Montreal (BRI) for scale-up of process
development. This agreement allows the Company to benefit from BRI's proven
expertise in recombinant protein process development and scale-up. With this
agreement, the Company has an advantageous R&D leverage that minimizes its
R&D expenditure and allows for a greater focus on development of novel
products such as monoclonal antibodies. Viropro’s collaboration with the BRI is
a productive one, and the company enjoys the advantages of the BRI’s
infrastructure and expertise, its highly specialized equipment for applied
biotech, and a local network of skilled scientists and
technicians to complement
Viropro’s own. On October 26, 2006, Viropro signed a second agreement with
the National Research Council- Biotechnology Research Institute (NRC-BRI) for
the use of powerful inducible expression systems developed and patented by the
NRC-BRI. Viropro is also planning to sign new licenses with NRC-BRI in the
near future for the production of other therapeutic human proteins including
cytokines and monoclonal antibodies.
An agreement (MOU) was signed
on April 26, 2007 with Intas Biopharmaceuticals Ltd. (IBPL) for the production
of an undisclosed high value therapeutic product. IBPL was to pay Viropro
a licensing fee for the development and technological transfer of the
manufacturing process and Viropro would receive royalties based on net sales.
On September 21, 2007, the Final Collaborative Research, Development and
Licence Agreement related to the above mentioned INTAS MoU was signed. It
is a 10 year agreement along with a consultancy contract with IBPL which will
provide Viropro with product development and licensing revenues of U.S.$2.14
Million over the next 2 years.
In December 2008, IBPL
transferred this agreement to Biologics Process Development, Inc of San Diego,
California, its newly acquired subsidiary, which in turn is purchasing a
majority stake in Viropro by a $1.00 million private
placement.
In the course of FY 2009, the
company's business model was redesigned so Viropro Inc. would become the holding
company with operating subsidiaries being Viropro International and Biologics
Process Development Inc. Thus the prior transaction giving control to BPD was
cancelled and all shares previously issued to BPD were issued to Intas, making
Intas the direct controlling shareholder of Viropro Inc.
Industry
The pharmaceutical industry
was evaluated at approximately US$ 600 billion in 2006
(Emerging Markets in Asia, Latin America and Eastern Europe Gain Strength, IMS
Health, 2006)
.
Of this, biopharmaceutical products make up approximately 10%, or about
US$ 60 billion. The biopharmaceutical sector is the fastest growing
segment and is commonly said to be the future of the pharmaceutical industry.
Revenues of the world’s publicly-traded biotech companies grew 18 percent
in 2005, reaching an all-time high. The U.S. and European biotechnology
sectors showed 16% and 17% growth respectively, with the former posting its
third consecutive year of strong product approvals and solid financial results
(Beyond Borders: The Global Biotechnology Report, Ernst & Young,
2006).
Products,
goals and objectives
Therapeutic protein products
are the primary reason for the boom in biotech. Monoclonal antibodies (a
specific class of therapeutic proteins) posted sales of US$ 14.5 billion in
2005, and it is estimated that in 2008 they accounted for 32% of all biotech
revenue (The Future of Monoclonal Antibody Therapeutics, Business Insights,
2006). With a
considerable portion of the therapeutic protein sector having recently lost
patent protection, or being set to lose it by 2010, there is a major opportunity
in the technology transfer of therapeutic proteins throughout the
world.
Viropro’s goals and
objectives are as follows:
·
To develop and out-license
manufacturing processes for biogenerics already in the public domain as soon as
patent protection expires for various
biopharmaceuticals;
·
To develop new
biopharmaceutical products with various partners (conditional to total
development cost coverage);
·
Short term goals are to
obtain recurring revenue;
·
Growing to 15
product-contracts within 5 years;
Viropro is focused on the
development and transfer of “in licensing” leading technological processes
for the manufacturing of high quality bio-pharmaceuticals. The business strategy
being developed since 2005 is to target emerging, un-served markets with high
potential development by transferring technologies and know-how to
pharmaceutical partners in various local markets worldwide. The main markets
that Viropro has focused on are South America, and Asia (mainly
India).
Administrative
overhead
The Company plans to maintain
low administrative and overhead costs that will ensure the funds are available
for the development activities and accordingly create the maximum value for its
shareholders. Research and Development work will be subcontracted to BRI, to
university laboratories for experimental studies or to specialized companies for
GMP manufacturing, toxicology and clinical studies. Selecting the optimal
research and development work structure between Viropro International, Intas and
BPD will minimize capital expenditures, generate results quickly and assure a
high degree of confidence in results.
Development
All the research and
development procedures, from the build-up of biological systems to the
industrial production on a large-scale are done in close collaboration with key
partners with whom Viropro has established strategic
alliances:
An alliance was formed with
the Biotechnology Research Institute of the National Research Council Canada
(NRC-BRI located in Montreal, Canada). This alliance gives Viropro access to
expertise as well as state-of-the-art equipment and facilities for bio-process
innovation and purification process development as well as the scalability of
bioprocesses under industrial scale conditions.
Intas Biopharmaceuticals Ltd
of Ahbedamad (“IBLA”), India, also signed a partnership agreement in October
2007 for the development and production of an undisclosed therapeutic protein.
The signature of the development contract along with a consultancy
agreement contract signed in parallel was to provide Viropro with product
development and licensing revenues of US$ 2.1 Million over the next 2 years.
Since then, IBPL has transferred this agreement to Biologics Process Development
of San Diego, California, its newly acquired subsidiary, which in turn is
purchasing a majority stake in Viropro through a $1.18 million private
placement. This ensures adequate financing to Viropro for the development of the
targeted biopharmaceutical drug.
Other negotiations are
ongoing with North American companies specialized in providing clients and
partners with industrially adapted biological material as well as offering high
level services for the optimization of specific steps in the development of
bioprocesses.
Viropro believes that market
share for locally implemented companies will grow considerably. Viropro has
determined a list of products capable of generating short to medium-term
profits. These products are well proven in developed markets but are not yet
manufactured at large scale in the emerging markets, where there is an important
and growing demand.
Competition.
Viropro’s management team has
chosen to actively intervene in the biotechnology emergent sector by entering
into the market not serviced by the large multinational pharmaceutical
companies. The Company searches for partners in countries where it has
identified a market potential. This gives the Company the opportunity to assure
an active presence in the target countries and to have a thorough knowledge of
these markets, namely customers, suppliers, investors and regulatory government
agencies.
Viropro’s international
business strategy targets the niche market in Latin American, African and Asian
countries offering local companies solutions such as technology transfers.
These integrated solutions range from R&D to development procedures,
through manufacturing and certification to enable manufacturing of several
recombinant proteins.
First
quarter events
On March 4, 2010, the Company
issued a current report item on form 8-K that it was changing its year end from
November 30 to December 31. Purpose of this change is to accommodate
consolidation of financial statements with Biologics Process Development Inc.
and other targeted companies.
Subsequent
events
On April 14, the Company
announced it had completed the acquisition of Biologics Process Development Inc.
(“
BPD
”) Viropro Inc has
acquired BPD against issuance of 90,000,000 common shares to Intas
Biopharmaceutics to own 100% of the outstanding shares of
BPD.
BPD, located in Poway, CA,
has been providing contract laboratory services to the biotechnology and
biopharmaceutical industries for more than a decade. The range of services
includes molecular biology, cell culture, fermentation, protein purification,
frozen storage, contract manufacturing, process scale-up and consulting
services. BPD has an impressive list of clients that range from university
laboratories to well-known biotechnology and biopharmaceutical
companies.
Back in December 2008, BPD
had signed a letter of interest to acquire Viropro Inc. At that time, BPD was a
subsidiary of Intas Biopharmaceutics. Through 2009, BPD acquired 79,250,000
shares of Viropro against payments totalling 1,085M$. These shares are now
transferred back to Intas and assignees so the new business plan set forth at
the end of 2009 can be implemented. This business plan calls for Viropro to act
as the holding company of operating subsidiaries in the field of Contractual
Research and Manufacturing Services (CRAMS).
Results of
Operations
One Month Ended December 31,
2010 and December 31, 2009
During the one month period
ended December 31, 2010 and December 31, 2009, the Company had no operating
revenues and thus there was no gross profit for either period. This resulted in
the Company incurring net losses of $47,200 for 2010 compared to a profit of
$9,962 for 2009 arising from the recognition of gains from
settlements.
Three Months Ended March 31,
2010 and March 31, 2009.
Revenues and Operating
Loss
Material Changes In Financial
Condition, Longevity And Capital Resources
As of March 31, 2010, the
Company had a working capital deficiency of $461,605 and $6,056 in cash.
Management believes these funds on hand are inadequate to cover the next 12
months of operations.
Plan of
Operations
As indicated above, the
Company will focus on the development and transfer of “in licensing” leading
technological processes for the manufacturing of high quality biopharmaceutical
products. At the same time, the Company is evaluating the feasibility of
implementing its new business model that calls for Contractual Research and
Manufacturing Services offer through different and complementary subsidiaries.
The markets that Viropro has chosen to focus on are South America (mainly
Brazil), Northern Africa, and Asia (mainly India).
Viropro focuses on one main
line of therapeutic proteins, monoclonal antibodies such as
anti-cd20.
As indicated earlier, all the
research and development procedures are to be done in collaboration with the
partners that Viropro has established its strategic alliances. Priority will be
given to the further development of these alliances, establishing the optimal
product line, methods of manufacturing, distribution, and signing joint venture
partnerships in the targeted markets.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Data is not available for
Quarterly Financial Statements.
Item 4.
Controls and Procedures
As of the end of the period
covered by this report, the Company conducted an evaluation, under the
supervision and with the participation of the Chief Executive Officer and VP
Corporate Affairs, of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act. Based on this
evaluation, the Chief Executive Officer and VP Corporate Affairs concluded that,
as of March 31, 2010, our disclosure controls and procedures were effective to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms
and to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to
us, including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal
Control
There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls since the most recent evaluation of
such controls.
VIROPRO,
INC.
FORM
10-Q
March 31,
2010
PART II - OTHER
INFORMATION
Item
1. Legal Proceedings.
On June 21, 2009 a $25,000
Securecap convertible debenture holder initiated procedures against the Company
to recover capital due at maturity. Management of the Company had offered to the
holder, as it had done will all Securecap Convertible Debenture holders, to
convert its debenture into common shares at a lower price than the initially set
price.
On July 13, 2009 HKDP,
supplier to Viropro initiated procedures claiming $37,991.95 for an unpaid bill.
Management is contesting the procedure arguing stay of execution was exceeded.
Services deemed rendered were prior to 2007.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
On March 23, 2010 the Company
issued 3,200,000 free trading common shares to Camsim Minas SA de CV as payment
for consulting services.
Item 3.
Defaults Upon Senior Securities.
There are no defaults upon
Senior Securities.
The Convertible Debenture
issued on March 1, 2007 came to maturity on March 1, 2009. Whereas all but
$55,000 of this debenture was converted, this amount remains outstanding and is
payable to the holders, however, this is not a senior security.
.
Item
4. Submission of Matters to a Vote of
Security-Holders.
None.
Item
5. Other Information.
None.
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Certification pursuant
to Rule 13a-14(a) and Rule 15d-14(a)
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Certification pursuant
to Rule 13a-14(a) and Rule 15d-14(a)
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Certification pursuant
to 1350, Chapter 63, Title 18 of United States Code
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SIGNATURE
In accordance with the
requirements of the Security Exchange Act of 1934, the Registrant has caused
this report to be signed on its behalf by the undersigned, duly
authorized.
VIROPRO,
INC.
/s/ Serge
Beausoleil
_____________________________________________
Serge Beausoleil, President
& CEO
Dated: May 14,
2010