| Item 1 – Financial Statements | 3 |
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Consolidated Balance Sheet (unaudited as at May 31, 2008) | 4 |
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Consolidated Statements of Operations (unaudited for the three months and six months ended |
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May 31, 2008 and 2007 and for the period from Inception (July 1, 2003) to May 31, 2008) | 5 |
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Consolidated Statements of Cash Flows (unaudited for the six months ended May 31, 2008 |
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and 2007 and for the period from Inception (July 1, 2003) to May 31, 2008) | 6 |
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Notes to Consolidated Financial Statements (unaudited as at May 31, 2008) | 8 |
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Item 2 – Management’s Discussion and Analysis | 15 |
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Item 3 – Evaluation of Disclosure Controls and Procedures | 23 |
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PART II - OTHER INFORMATION | |
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Item 1 - Legal Proceedings | 24 |
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Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
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Item 3 - Defaults Upon Senior Securities | 25 |
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Item 4 - Submission of Matters to a Vote of Security Holders | 25 |
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Item 5 - Other Information | 25 |
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Item 6 - Exhibits | 25 |
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SIGNATURE | 26 |
2
VIROPRO, INC.
FORM 10-QSB
May 31, 2008
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
General
The accompanying reviewed financial statements have been prepared in accordance with the instructions to Form 10-QSB. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has not been a material change in the information disclosed in the notes to the financial statements included in the Company’s annual report on Form 10-KSB for the year ended November 30, 2007. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended May 31, 2008 are not necessarily indicative of the results that can be expected for the year ended November 30, 2008.
3
Viropro, Inc. and subsidiaries |
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(A Development Stage Company) |
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Consolidated Balance Sheet |
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(Unaudited – in US$) |
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| May 31, 2008 | ||
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ASSETS |
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Current Assets |
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| Cash |
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| $ | 34,059 |
| Other receivables |
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| 21,451 | |
| Advances |
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| 22,155 | |
| Prepaid expenses |
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| 64,738 | |
| GST taxes |
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| 16,452 | |
| Financing costs |
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| 204,988 | |
Total current assets |
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| 363,843 | ||
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Property and equipment, net of accumulated depreciation of $11,079 |
| 87,557 | ||||
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Total assets |
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| $ | 451,400 | |
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) |
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Current Liabilities |
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| Accounts payable and accrued expenses | $ | 269,781 | |||
| Other payables |
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| 30,864 | |
| Common stock payable |
| 30,000 | |||
Total current liabilities |
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| 330,645 | |||
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Convertible debentures, net of unamortized debt discount of $717,182 | 993,599 | |||||
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Total liabilities |
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| 1,324,244 | |
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Stockholders' Deficit |
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| Common stock, $.001 par value, 100,000,000 | 38,136 | ||||
| shares authorized, 38,136,160 issued and outstanding |
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| Additional paid in capital |
| 13,118,084 | |||
| Deficit accumulated during the development stage | (11,958,687) | ||||
| Accumulated deficit |
| (1,971,555) | |||
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| (774,022) |
| Other comprehensive income: |
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| Foreign currency translation adjustment | (98,822) | ||||
Total stockholders’ deficit |
| (872,844) | ||||
Total liabilities and stockholders’ deficit | $ | 451,400 | ||||
See accompanying notes to financial statements
4
Viropro, Inc. and subsidiaries |
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(A Development Stage Company) |
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Consolidated Statements of Operations |
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(Unaudited – in US$) |
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| Three months ended |
| Six months ended |
| Inception (July 1, 2003) to May 31, 2008 | ||||
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| May 31, |
| May 31, |
| May 31, |
| May 31, |
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| 2008 |
| 2007 |
| 2008 |
| 2007 |
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Revenues | $ - |
| $ - |
| $ - |
| $ - |
| $ 264,000 |
Cost of revenue | - |
| - |
| - |
| - |
| - |
Gross profit | - |
| - |
| - |
| - |
| 264,000 |
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Operating expenses: |
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Consulting fees - non cash stock compensation | - |
| 224,513 |
| 69,861 |
| 415,325 |
| 6,156,731 |
Selling, general and administrative expenses | 255,111 |
| 426,396 |
| 472,107 |
| 896,019 |
| 4,383,244 |
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Total operating expenses | 255,111 |
| 650,909 |
| 541,968 |
| 1,311,344 |
| 10,539,975 |
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Operating loss | (255,111) |
| (650,909) |
| (541,968) |
| (1,311,344) |
| (10,275,975) |
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Other income (expense) |
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Interest expense | (160,418) |
| (306,677) |
| (247,847) |
| (401,103) |
| (1,233,457) |
Research and development credit | 36,629 |
| - |
| 36,629 |
| - |
| 36,629 |
Loss on investment | - |
| - |
| - |
| - |
| (51,973) |
Loss on impairment of patent | (799,870) |
| - |
| (799,870) |
| - |
| (799,870) |
Gain on legal settlement | 305,820 |
| - |
| 305,820 |
| - |
| 305,820 |
Gain on return of shares for services not rendered | 32,000 |
| - |
| 32,000 |
| - |
| 32,000 |
Forgiveness of accrued salaries | 28,139 |
| - |
| 28,139 |
| - |
| 28,139 |
Total other income (expense) | (557,700) |
| (306,677) |
| (645,128) |
| (401,103) |
| (1,682,712) |
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Net loss | (812,811) |
| (957,586) |
| (1,187,097) |
| (1,712,447) |
| (11,958,687) |
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Comprehensive income (loss): |
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Foreign currency translation adjustment | 13,456 |
| (37,059) |
| (590) |
| (37,913) |
| (98,822) |
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Comprehensive loss | $ (799,355) |
| $(994,645) |
| $ (1,187,687) |
| $(1,750,360) |
| $(12,057,508) |
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Per share information - basic |
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Weighted average shares outstanding - basic | 37,373,793 |
| 34,437,994 |
| 37,679,671 |
| 33,475,996 |
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Loss per common share | $ (0.02) |
| $ (0.03) |
| $ (0.03) |
| $ (0.05) |
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See accompanying notes to financial statements
5
Viropro, Inc. and subsidiaries |
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(A Development Stage Company) |
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Consolidated Statements of Cash Flows |
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(Unaudited - in US$) |
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| Six months ended May 31, 2008 |
| Six months ended May 31, 2007 |
| Inception (July 1, 2003) to May 31, 2008 | ||
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Operating activities |
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Net loss |
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| $ | (1,187,097) | $ | (1,712,447) | $ | (11,958,687) | ||
Adjustments to reconcile net loss from continuing |
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