SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 19, 2003
---------------
Date of Report
(Date of Earliest Event Reported)
LipidViro Tech, Inc.
--------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-49655 87-0678927
------ ------- ----------
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
2120 South 700 East, #H183
Salt Lake City, Utah 84106
--------------------------
(Address of Principal Executive Offices)
(801) 583-9900
--------------
Registrant's Telephone Number
Anticline Uranium, Inc.
-----------------------
Former Name
Item 1. Changes in Control of Registrant.
---------------------------------
On June 24, 2003, a Share Purchase Agreement (the "Agreement") was
executed by and between North Beck Joint Venture, LLC, a Utah limited
liability company ("North Beck"), that was the owner of approximately 96% of
the outstanding voting securities of the Registrant, as "Seller," and
LipidViro Tech, Inc., a privately-held Utah corporation ("LipidViro"), as
"Buyer." Pursuant to the terms of the Agreement, LipidViro acquired 5,000,000
shares of the Registrant's common stock, or approximately 96% of its
outstanding voting securities. See the 8-K Current Report of the Registrant
dated June 24, 2003, which was previously filed with the Securities and
Exchange Commission on June 27, 2003, and which is incorporated herein by
reference. See Item 7.
The Registrant and LipidViro entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement"), a copy of which was attached
to the initial Current Report filed with the Securities and Exchange
Commission on September 9, 2003, and which is incorporated by reference, by
which LipidViro was to be acquired as a wholly-owned subsidiary of the
Registrant. See Item 7.
On August 19, 2003, LipidViro filed a Petition for Fairness Hearing
and a Motion for Expedited Hearing in the Third Judicial District Court in and
for Salt Lake County, State of Utah, respecting the Reorganization Agreement,
copies of which were also attached to the initial Current Report filed with
the Securities and Exchange Commission on September 9, 2003, and which are
also incorporated by reference. The Petition for Fairness Hearing was filed
because of the 95% ownership of the Registrant by LipidViro and the fact that
following the closing of the Agreement with North Beck, the directors and
executive officers of LipidViro had been designated to serve as directors and
executive officers of the Registrant too. See Item 7. The Fairness Hearing
was requested in order for LipidViro's shareholders to receive the
contemplated issuance of securities under the Reorganization Agreement in
accordance with United States and Utah securities laws, and pursuant to the
exemption from registration provided in Section 3(a)(10) of the Securities Act
of 1933, as amended ("the Securities Act"). The Fairness Hearing was held on
September 8, 2003, and the Court took LipidViro's Petition under advisement,
after hearing oral argument, with the Court eventually deferring to the Utah
Division of Securities to conduct the Fairness Hearing, based upon the recent
adoption of an amendment to Section 61-1-11.1 of the Utah Uniform Securities
Act that granted the Utah Division of Securities authority to conduct such
hearings. With (i) the Registrant being a Nevada corporation, (ii) there
being some question as to whether the Registrant or LipidViro should petition
for the Fairness Hearing and (iii) the Utah Division of Securities having not
formally adopted rules and regulations to implement such hearings, the
Registrant filed another Petition for Fairness Hearing in the Fourth Judicial
District Court of the State of Nevada, in and for the County of Elko, for a
Fairness Hearing on the Reorganization Agreement.
The principal terms of the Reorganization Agreement were:
1. The LipidViro shareholders shall deliver all of the LipidViro
securities held by LipidViro shareholders which shares and warrants shall
represent all of the issued and outstanding shares of LipidViro common stock
and "A" and "B" warrants, and the Registrant agrees to acquire such securities
in exchange for an aggregate of 9,843,750 shares of the Registrant's common
stock, par value $0.001 per share, for the LipidViro common stock, and
1,915,000 "A" warrants and 1,915,000 "B" like warrants of the Registrant
for the LipidViro warrants.
2. At the closing, the 5,000,000 shares of common stock of the
Registrant acquired by LipidViro from North Beck shall be cancelled.
3. After giving effect to the Reorganization Agreement, the Registrant
will own all the issued and outstanding shares of LipidViro, and LipidViro
will be a wholly-owned subsidiary of the Registrant, operating under the name
"LipidViro Tech, Inc." or such other name selected by the shareholders and
management of LipidViro.
On January 12, 2004, the Nevada Court conducted a Fairness Hearing
and found that the terms and provisions of the Reorganization Agreement and
the issuance and exchange of the securities of the Registrant and LipidViro
contemplated thereunder were fair to the Registrant's shareholders, based upon
the Registrant's acceptance of the terms of the Reorganization Agreement and
the information concerning the business and finances of the Registrant and
LipidViro, all of which was proffered to the Court by the Registrant's legal
counsel.
Copies of the Petition for Fairness Hearing and the Court's Order
Granting Petition of Fairness are attached hereto and incorporated herein by
reference. See Item 7.
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
For information regarding LipidViro and its business and prospects,
see the 8-K Current Report of the Registrant dated June 24, 2003. See Item 7.
Item 3. Bankruptcy or Receivership.
---------------------------
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
----------------------------------------------
None; not applicable.
Item 5. Other Events and Regulation FD Disclosure.
------------------------------------------
At a Board of Directors' meeting held on January 9, 2004, the
Registrant adopted new Bylaws, a copy of which is attached hereto and
incorporated herein by reference. See Item 7.
The Registrant changed its name to "LipidViro Tech, Inc." on
February 4, 2004. A copy of the Certificate of Amendment is attached hereto
and incorporated herein by reference. See Item 7.
Item 6. Resignations of Registrant's Directors.
---------------------------------------
On January 19, 2004, Adina Hamik resigned as a Director and Chief
Operating Officer; on the same date, Patrick A. Seymour was elected to serve
as a Director and Chief Operating Officer of the Registrant. A copy of Mr.
Seymour's resume is attached hereto and incorporated herein by reference. See
Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(a) Financial Statements of the Acquired Company.
---------------------------------------------
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report 1
Consolidated Balance Sheet, December 31, 2003 2
Consolidated Statement of Operations, for the
period from inception on May 6, 2003 through
December 31, 2003 3
Consolidated Statement of Stockholders' Equity,
from inception on May 6, 2003 through
December 31, 2003 4
Consolidated Statement of Cash Flows, for the
period from inception on May 6, 2003 through
December 31, 2003 5
Notes to Consolidated Financial Statements 6 - 13
INDEPENDENT AUDITORS' REPORT
Board of Directors
LIPIDVIRO TECH INC. AND SUBSIDIARY
Salt Lake City, Utah
We have audited the accompanying consolidated balance sheet of Lipidviro Tech
Inc. and Subsidiary [a development stage company] at December 31, 2003 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the period from inception on May 6, 2003 through December 31, 2003.
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 audit.
We conducted our audit in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements audited by us present
fairly, in all material respects, the financial position of Lipidviro Tech
Inc. and Subsidiary [a development stage company] as of December 31, 2003 and
the results of their operations and their cash flows for the period from
inception on May 6, 2003 through December 31, 2003, in conformity with
generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company was only recently formed and has not yet been
successful in establishing profitable operations. Further, the Company has
current liabilities in excess of current assets. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 8. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/Pritchett, Siler & Hardy, P. C.
PRITCHETT, SILER & HARDY, P.C.
January 21, 2004
Salt Lake City, Utah
F-1
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED BALANCE SHEET
ASSETS
December 31,
2003
___________
CURRENT ASSETS:
Cash $ 3,702
Prepaid expense 3,919
___________
Total Current Assets 7,621
PROPERTY AND EQUIPMENT, net 2,118
OTHER ASSETS:
Goodwill 269,006
___________
$ 278,745
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 26,387
Shareholder advances 65,000
___________
Total Current Liabilities 91,387
___________
MINORITY INTEREST IN SUBSIDIARY -
STOCKHOLDERS' EQUITY:
Common stock, no par value,
150,000,000 shares authorized,
9,818,750 shares issued and
outstanding 294,563
Additional paid-in capital 38,510
Deficit accumulated during the
development stage (145,715)
___________
Total Stockholders' Equity 187,358
___________
$ 278,745
===========
The accompanying notes are an integral part of this consolidated financial
statement.
F-2
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED STATEMENT OF OPERATIONS
From Inception
on May 6, 2003
Through
December 31, 2003
_____________
REVENUE $ -
_____________
EXPENSES:
General and administrative 80,157
Research and development 65,558
_____________
Total Expenses 145,715
_____________
LOSS BEFORE INCOME TAXES (145,715)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
_____________
LOSS FROM OPERATIONS (145,715)
MINORITY INTEREST IN
SUBSIDIARY'S OPERATIONS -
_____________
NET LOSS $ (145,715)
_____________
LOSS PER COMMON SHARE $ (.02)
_____________
The accompanying notes are an integral part of this consolidated financial
statement.
F-3
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2003
Deficit
Accumulated
Common Stock Additional During the
_______________________ Paid-in Development
Shares Amount Capital Stage
___________ __________ __________ _____________
BALANCE, May 6, 2003 - $ - $ - $ -
Issuance of 25,000 shares of
common stock for payment of
organization costs of $750,
or $.03 per share, May 2003 25,000 750 - -
Issuance of 1,915,000 units,
each consisting of one share
of common stock, one class A
warrant and one class B
warrant, for cash of $95,960,
or approximately $.05 per
unit, May 2003 1,915,000 57,450 38,510 -
Issuance of 7,875,000
shares of common stock
for cash of $236,250,
or $.03 per share,
June 2003 7,875,000 236,250 - -
Issuance of 3,750 shares
of common stock for
services rendered valued
at $113, or $.03 per
share, June 2003 3,750 113 - -
Net loss for the period
ended December 31, 2003 - - - (145,715)
___________ __________ _________ __________
BALANCE, December 31, 2003 9,818,750 $ 294,563 $ 38,510 $ (145,715)
___________ __________ _________ __________
The accompanying notes are an integral part of this consolidated financial
statement.
F-4
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED STATEMENT OF CASH FLOWS
From Inception
on May 6, 2003
Through
December 31, 2003
_____________
Cash Flows from Operating Activities:
Net loss $ (145,715)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation expense 185
Non-cash expenses paid by issuance of common stock 750
Non-cash services paid by issuance of common stock 113
Changes in assets and liabilities:
(Increase) in prepaid expense (3,919)
Increase in accounts payable 26,387
_____________
Net Cash (Used) by Operating Activities (122,199)
_____________
Cash Flows from Investing Activities:
Payments for property and equipment (2,303)
Payments for goodwill (269,006)
_____________
Net Cash (Used) by Investing Activities (271,309)
_____________
Cash Flows from Financing Activities:
Proceeds from shareholder advances 65,000
Proceeds from issuance of common stock 293,700
Proceeds from sale of warrants 38,510
_____________
Net Cash Provided by Financing Activities 397,210
_____________
Net Increase (Decrease) in Cash 3,702
Cash at Beginning of Period -
_____________
Cash at End of Period $ 3,702
_____________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the period from inception on May 6, 2003 through December 31, 2003:
In June 2003, the Company issued 3,750 shares of common stock for
services rendered valued at $113.
In May 2003, the Company issued 25,000 shares of common stock as
repayment of organization costs of $750.
The accompanying notes are an integral part of this consolidated financial
statement.
F-5
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Lipidviro Tech Inc. ("Parent") was organized under the
laws of the State of Utah on May 6, 2003.
Anticline Uranium, Inc. ("Subsidiary") was organized under the laws of
the State of California on October 19, 1954. In October 2001,
Subsidiary changed its domicile from California to Nevada by merging
with and into a wholly owned subsidiary with the same name and the
Nevada entity being the surviving entity. On June 24, 2003, Parent
acquired 95.9% of the outstanding stock of Subsidiary pursuant to a
Share Purchase Agreement. The agreement called for Parent to pay
$65,718 to the former shareholders of Subsidiary for 5,000,000 shares of
Subsidiary's common stock wherein Subsidiary became a 95.9% owned
subsidiary of Parent [See Note 2].
Lipidviro Tech Inc. and Subsidiary ("the Company") plans to research and
market substances and compounds for antiviral and antibacterial
purposes. The Company has not generated any revenues from their planned
principal operations and is considered a development stage company as
defined in Statement of Financial Accounting Standards No. 7. The
Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Consolidation - The consolidated financial statements include the
accounts of Parent and Parent's 95.9% owned Subsidiary. All significant
intercompany transactions have been eliminated in consolidation.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Property and Equipment - Property and equipment are stated at cost.
Expenditures for major renewals and betterments that extend the useful
lives of property and equipment are capitalized upon being placed in
service. Expenditures for maintenance and repairs are charged to
expense as incurred. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets of five years. In
accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the
Company periodically reviews their property and equipment for
impairment.
Website Costs - The Company has adopted the provisions of Emerging
Issues Task Force 00-2, "Accounting for Web Site Development Costs."
Costs incurred in the planning stage of a website are expensed as
research and development while costs incurred in the development stage
are capitalized and amortized over the life of the asset, estimated to
be five years. As of December 31, 2003, the Company has capitalized a
total of $1,870 of website costs which are included in property and
equipment. The Company did not incur any planning costs and did not
record any research and development costs for the period from inception
on May 6, 2003 through December 31, 2003.
F-6
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Intangible Assets - The Company accounts for their intangible assets in
accordance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 142 establishes three
classifications for intangible assets including definite-life intangible
assets, indefinite-life intangible assets and goodwill and requires
different accounting treatment and disclosures for each classification.
In accordance with SFAS No. 142, the Company periodically reviews their
intangible assets for impairment. No impairment was recorded during the
period from inception on May 6, 2003 through December 31, 2003.
Organization Costs - Organization costs of $750, which reflect amounts
expended to organize the Company, were expensed as incurred.
Research and Development - Research and development costs are expensed
as incurred. The Company expensed $65,558 in research and development
costs during the period from inception on May 6, 2003 through December
31, 2003.
Minority Interest - The net loss of Subsidiary applicable to its non-
controlling minority interest was not allocated to the minority
interests as there is no obligation of the non-controlling minority
interests to share in such losses.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period
presented in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" [See Note 9].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of
Certain Financial Institutions - an Amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an Amendment of
FASB Statement No. 123", SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", and SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity", were recently issued. SFAS No. 146, 147,
148, 149 and 150 have no current applicability to the Company or their
effect on the financial statements would not have been significant.
F-7
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - ACQUISITION OF ANTICLINE URANIUM, INC.
On June 24, 2003, Parent acquired 95.9% of the outstanding stock of
Subsidiary pursuant to a Share Purchase Agreement. The agreement called
for Parent to pay $65,718 to the former shareholders of Subsidiary for
5,000,000 shares of Subsidiary's common stock wherein Subsidiary became
a 95.9% owned subsidiary of Parent. The agreement also called for
Parent to advance an additional $203,282 to pay costs associated with
the acquisition and to reduce the liabilities of Subsidiary. The
acquisition closed June 24, 2003 and has been accounted for as a
purchase of Subsidiary. The Company recorded goodwill of $269,006 as a
result of the acquisition. The financial statements reflect the
operations of Subsidiary from June 24, 2003.
The following is the unaudited condensed balance sheet of Subsidiary at
June 24, 2003, the date the acquisition closed.
June 24,
2003
(Unaudited)
___________
ASSETS $ -
___________
$ -
___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Bank overdraft $ 6
Advance from Lipidviro 134,816
Common stock 5,213
Capital in excess of par value 628,034
Accumulated deficit (768,069)
___________
$ -
___________
The following unaudited proforma information provides operating results
as if the acquisition had occurred at the beginning of the period
presented:
From Inception
on May 6, 2003
Through
December 31, 2003
(Unaudited)
_____________
Revenues $ -
Loss before extraordinary items
and the cumulative effect of
accounting changes $ (159,183)
Net loss $ (159,183)
Loss per common share $ (.02)
F-8
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
December 31,
2003
_____________
Office equipment $ 433
Website 1,870
_____________
2,303
Less: accumulated depreciation (185)
_____________
Net property and equipment $ 2,118
_____________
Depreciation expense for the period from inception on May 6, 2003
through December 31, 2003 was $185.
NOTE 4 - GOODWILL
The Company has no indefinite-life or definite-life intangible assets.
The following is a summary of the transactions affecting the Company's
goodwill.
From Inception
on May 6, 2003
Through
December 31, 2003
_____________
Goodwill at beginning of period $ -
Goodwill from the acquisition
of Subsidiary 269,006
_____________
Goodwill at end of period $ 269,006
_____________
NOTE 5 - CAPITAL STOCK
Common Stock - The Company has authorized 150,000,000 shares of common
stock with no par value. In June 2003, the Company issued 3,750 shares
of their previously authorized but unissued common stock to an officer
of the Company for services rendered valued at $113, or $.03 per share.
In June 2003, the Company issued 7,875,000 shares of their previously
authorized but unissued common stock for cash of $236,250, or .03 per
share.
F-9
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - CAPITAL STOCK [Continued]
In May 2003, the Company issued 1,915,000 units. Each unit consisted of
one share of the Company's previously authorized but unissued common
stock, one Class A warrant and one Class B warrant. The units were
issued for cash of $95,960, or approximately $.05 per unit.
In May 2003, in connection with their organization, the Company issued
25,000 shares of their previously authorized but unissued common stock
to an officer of the Company as repayment of organization costs of $750,
or $.03 per share.
Class A Warrants - In May 2003, the Company issued 1,915,000 Class A
Warrants for cash of $19,255, or approximately $.01 per warrant, as part
of a private placement offering. The warrants vested immediately and
are exercisable at $5.00 per share. The warrants were originally
exercisable immediately for two years. In August 2003, the Company
changed the exercise period so that the warrants are only exercisable
during June 2006. At December 31, 2003, none of these warrants had been
exercised, forfeited or cancelled.
Class B Warrants - In May 2003, the Company issued 1,915,000 Class B
Warrants for cash of $19,255, or approximately $.01 per warrant, as part
of a private placement offering. The warrants vested immediately and
are exercisable at $10.00 per share. The warrants were originally
exercisable immediately for two years. In August 2003, the Company
changed the exercise period so that the warrants are only exercisable
during June 2006. At December 31, 2003, none of these warrants had been
exercised, forfeited or cancelled.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carryforwards.
The Company has available at December 31, 2003 unused operating loss
carryforwards of approximately $202,300 which may be applied against
future taxable income and which expire in various years through 2023.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earnings of the Company,
and other future events, the effects of which cannot be determined.
Because of the uncertainty surrounding the realization of the deferred
tax assets, the Company has established a valuation allowance equal to
the tax effect of the loss carryforwards, therefore, no deferred tax
asset has been recognized. The net deferred tax assets are
approximately $38,400 as of December 31, 2003 with an offsetting
valuation allowance of the same amount, resulting in a change in the
valuation allowance of approximately $38,400 during the period from
inception on May 6, 2003 through December 31, 2003.
F-10
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any cash compensation
to any officer or director of the Company. However, in June 2003, the
Company issued 3,750 shares of common stock to an officer of the Company
for services rendered valued at $113 [See Note 5].
Office Space - The Company has not had a need to rent office space. An
officer of the Company is allowing the Company to use her address, as
needed, at no expense to the Company.
Stock Issuance - In May 2003, in connection with their organization, the
Company issued 25,000 shares of their previously authorized but unissued
common stock to an officer of the Company as repayment of organization
costs of $750, or $.03 per share.
Shareholder Advances - A shareholder of the Company has loaned a total
of $65,000 to the Company. The shareholder has agreed to advance up to
$100,000 to the Company. The advances bear no interest and are due
December 31, 2004.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company was only recently formed and has not yet
been successful in establishing profitable operations. Further, the
Company has current liabilities in excess of current assets. These
factors raise substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is proposing to
raise any necessary additional funds not provided by operations through
loans or through additional sales of their common stock. There is no
assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations. The financial statements
do not include any adjustments that might result from the outcome of
these uncertainties.
F-12
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 9 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
From Inception
on May 6, 2003
Through
December 31, 2003
_____________
Loss from operations available to
common shareholders (numerator) $ (145,715)
_____________
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 8,535,842
_____________
At December 31, 2003, the Company had 1,915,000 Class A warrants and
1,915,000 Class B warrants outstanding which were not used in the
computation of dilutive loss per share because their effect would be
anti-dilutive. Dilutive loss per share was not presented, as the
Company had no common stock equivalent shares for all periods presented
that would effect the computation of diluted loss per share.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Agreements - In October 2003, the Company signed one-year agreements for
the use of a research facility and staff to conduct research on behalf of
the Company and to have a researcher coordinate the activities. The
Company will pay up to $76,325 for supplies, facilities, a laboratory
technician and coordination efforts.
Possible Claims Related to Previously Leased Mining Property - In August
2001, Subsidiary obtained 96.5% of the rights to certain mining claims
in the Tintic Mining District of Juab County, Utah under the terms of a
5-year Mining Lease. Under the terms of the lease, Subsidiary was
obligated to spend $15,000 over the term of the lease for exploration,
mining, development or similar costs for the benefit of the property
subject to the lease. Subsidiary was also obligated to pay a 3.5% net
smelter royalty on all mineral-bearing ores sold. The lease also gave a
credit to Subsidiary for the first $30,000 of net smelter royalties.
The lessor also agreed to indemnify and hold Subsidiary harmless from
any Environmental Protection Agency ("EPA") claim or claims by a similar
state agency based solely on past mining contaminations or other
environmental violations or damage. In June 2003, Subsidiary paid
$3,459 to cancel the Mining Lease. The Company's management believes
that the Company would not be responsible for any future claims against
the property which Subsidiary previously leased, but the possibility
exists that claims may arise against the property and the Company may be
named in such claims based on the previous leasing arrangements. The
Company's management believes that the Company would be successful in
defending against any such claims that may arise. No accrual for
possible losses or settlements has been recorded in the accompanying
financial statements.
F-12
LIPIDVIRO TECH INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - SUBSEQUENT EVENTS
Downstream Merger - On January 14, 2004, following the judgment rendered
in a fairness hearing, Parent and Subsidiary closed a "downstream
merger" wherein Parent become a wholly owned subsidiary of Subsidiary.
The merger called for the shareholders of Parent to exchange all
9,818,750 outstanding shares of Parent's common stock for 9,818,750
shares of Subsidiary's common stock. The merger called for the
cancellation of 5,000,000 shares of Subsidiary's common stock which were
purchased by Parent on June 24, 2003 pursuant to a Share Purchase
Agreement [See Note 2]. The merger also called for the exchange of all
of Parents's 1,915,000 Class A warrants and 1,915,000 Class B warrants
for similar warrants of Subsidiary.
F-13
(b) Proforma financial information.
-------------------------------
LIPIDVIRO TECH INC. AND SUBSIDIARY
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
The following unaudited proforma condensed combined balance sheet reflects the
balance sheet of Lipidviro Tech Inc. and Subsidiary (a Utah corporation) as of
December 31, 2003, accounting for the transaction as a downstream merger
wherein Lipidviro Tech Inc. acquired the minority interest in its subsidiary
through the issuance of common stock and using the assumptions described in
the following notes, giving effect to the transaction, as if the transaction
had occurred as of the beginning of the period. The transaction was completed
on January 14, 2004.
The following unaudited proforma condensed combined statement of operations
reflects the results of operations of Lipidviro Tech Inc. and Subsidiary for
the period from their inception on May 6, 2003 through December 31, 2003 as if
the transaction had occurred at the beginning of the period.
The proforma condensed combined financial statements should be read in
conjunction with the separate financial statements and related notes thereto
of Lipidviro Tech Inc. These proforma financial statements are not
necessarily indicative of the combined financial position, had the acquisition
occurred on the date indicated above, or the combined results of operations
which might have existed for the period indicated or the results of operations
as they may be in the future.
LIPIDVIRO TECH INC. AND SUBSIDIARY
PROFORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 2003
ASSETS
[Unaudited]
Lipidviro Tech Inc.
and Subsidiary Proforma
December 31, Increase Proforma
2003 (Decrease) Combined
_____________ ____________ _____________
ASSETS:
Cash $ 3,702 $ - $ 3,702
Prepaid expense 3,919 - 3,919
Property and equipment, net 2,118 - 2,118
Goodwill 269,006 [A] 21,311 290,317
____________ ___________ __________
$ 278,745 $ 21,311 $ 300,056
____________ ___________ __________
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable $ 26,387 $ - $ 26,387
Shareholder advances 65,000 - 65,000
____________ ___________ __________
Total Liabilities 91,387 - 91,387
____________ ___________ __________
MINORITY INTEREST IN SUBSIDIARY - [A] - -
STOCKHOLDERS' EQUITY:
[A] 21,311
Common stock 294,563 [B] (305,842) 10,032
Additional paid-in capital 38,510 [B] 305,842 344,352
Deficit accumulated during the
development stage (145,715) [C] (13,468) (159,183)
____________ ___________ __________
Total Stockholders'
Equity 187,358 21,311 208,669
____________ ___________ __________
$ 278,745 $ 21,311 $ 300,056
____________ ___________ __________
See Notes To Unaudited Proforma Condensed Combined Financial Statements.
LIPIDVIRO TECH INC. AND SUBSIDIARY
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
[Unaudited]
Lipidviro Tech Inc.
and Subsidiary
For the Period
From Inception
on May 6, 2003
Through Proforma
December 31, Increase Proforma
2003 (Decrease) Combined
_____________ _____________ _____________
REVENUE $ - $ - $ -
_____________ _____________ _____________
EXPENSES:
General and administrative 80,157 [C] 13,468 93,625
Research and development 65,558 - 65,558
_____________ _____________ _____________
Total Expenses 145,715 13,468 159,183
_____________ _____________ _____________
INCOME (LOSS) FROM OPERATIONS
BEFORE PROVISION FOR TAXES (145,715) (13,468) (159,183)
PROVISION FOR INCOME TAXES - - -
_____________ _____________ _____________
INCOME (LOSS) FROM OPERATIONS (145,715) (13,468) (159,183)
MINORITY INTEREST IN SUBSIDIARY'S
OPERATIONS - [C] - -
_____________ _____________ _____________
NET INCOME (LOSS) $ (145,715) $ (13,468) $ (159,183)
_____________ _____________ _____________
BASIC NET INCOME (LOSS) PER COMMON SHARE $ (.02)
_____________
See Notes To Unaudited Proforma Condensed Combined Financial Statements.
LIPIDVIRO TECH INC. AND SUBSIDIARY
NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
NOTE 1 - LIPIDVIRO TECH INC. AND SUBSIDIARY
Lipidviro Tech Inc. ("Parent") was organized under the laws of the State
of Utah on May 6, 2003. Anticline Uranium, Inc. ("Subsidiary") was
organized under the laws of the State of California on October 19, 1954.
On June 24, 2003, Parent acquired 95.9% of the outstanding common stock
of Subsidiary. Lipidviro Tech Inc. and Subsidiary ("the Company") plans
to research and market substances and compounds for antiviral and
antibacterial purposes.
NOTE 2 - PROFORMA ADJUSTMENTS
On January 14, 2004, Subsidiary issued 9,818,750 shares of its common
stock to acquire all 9,818,750 shares of Parent's common stock in a
transaction wherein Parent became a wholly owned subsidiary of
Subsidiary. The transaction has been accounted for as a "downstream
merger". In connection with the transaction, Parent returned 5,000,000
shares of Subsidiary's common stock for cancellation. The minority
interest in Subsidiary was eliminated as part of the transaction. At
the conclusion of the "downstream merger" and stock cancellation,
Subsidiary had 10,031,862 shares issued and outstanding.
Proforma adjustments on the attached financial statements include the
following:
[A] To record the purchase of the minority interest in Subsidiary by
Parent through the issuance of 213,112 shares of common stock
valued at $.10 per share.
[B] To reflect the recapitalization of Parent since Parent's common
stock had no par value and Subsidiary's common stock has a par
value of $.001.
[C] To record Subsidiary's operations from May 6, 2003 through June
24, 2003 (the date that Parent acquired 95.9% of Subsidiary) and
to record the elimination of the minority interest in Subsidiary's
operations from June 24, 2003 through December 31, 2003.
NOTE 3 - PROFORMA INCOME (LOSS) PER SHARE
The proforma income (loss) per share is computed based on the number of
shares outstanding, after adjustment for shares issued in the
acquisition, as though all shares issued in the acquisition had been
outstanding from the beginning of the periods presented.
NOTE 4 - RECONCILIATION OF SUBSIDIARY COMMON STOCK SHARES
Subsidiary common stock shares outstanding at December 31, 2003 5,213,112
Subsidiary common stock shares issued in "downstream merger" 9,818,750
Subsidiary common stock shares cancelled in "downstream merger" (5,000,000)
___________
Subsidiary common stock shares outstanding at January 14, 2004 10,031,862
(c) Exhibits.
---------
3.1 Certificate of Amendment to the Articles of Incorporation
3.2 Bylaws
99.1 Petition for Fairness Hearing*
Exhibit A- Agreement and Plan of Reorganization*
99.2 Motion for Expedited Hearing*
99.3 Petition For Fairness Hearing in the State of Nevada
99.4 Nevada Court Order Granting Petition of Fairness
99.5 Resume of Patrick A. Seymour
8-K Current Report dated June 24, 2003*
* Previously filed with the Securities and Exchange Commission and
incorporated
herein by reference
Item 8. Change in Fiscal Year.
----------------------
None; not applicable.
Item 9. Regulation FD Disclosure.
-------------------------
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
LIPIDVIRO TECH,INC.
DATED: 3/25/04 /s/ Kenneth P. Hamik
-------- ----------------------
Kenneth P. Hamik
President and Director