U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
----------------- ---------------
Commission File No. 000-49655
---------
LIPIDVIRO TECH, INC.
--------------------
(Exact Name of Small Business Issuer as specified in its Charter)
Nevada 87-0678927
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.
incorporation or organization)
1338 South Foothill Blvd. #126
Salt Lake City, Utah 84108
--------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 583-9900
--------------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
N/A
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the latest practicable date:
May 14, 2005
Common Voting Stock - 10,031,863 shares
Transitional Small Business Disclosure Format (Check one): Yes X No
ITEM 1 Financial Statements
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Consolidated Balance
Sheets, March 31, 2005 and December 31,
2004 2
Unaudited Condensed Consolidated Statements of
Operations, for the three months ended
March 31, 2005 and from inception on May 6,
2003 through March 31, 2005 3
Unaudited Condensed Consolidated Statements of
Cash Flows, for the three months ended
March 31, 2005 and from inception on May 6,
2003 through March 31, 2005 4
Notes to Unaudited Condensed Consolidated
Financial Statements 5 - 13
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Balance Sheets
ASSETS
March 31, December 31,
2005 2004
___________ ___________
(Unaudited)
Current Assets
Cash $ 1,862 $ 0
___________ ___________
Total Current Assets 1,862 0
___________ ___________
Property & Equipment, net 2,310 2,471
___________ ___________
Other Assets
Definite Life Intangible Assets 34,226 29,489
Goodwill 290,318 290,318
___________ ___________
Total Other Assets 324,544 319,807
___________ ___________
$ 328,716 $ 322,278
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank Overdraft 0 1,023
Accounts payable 140,025 159,063
Shareholder advances 249,000 202,500
___________ ___________
Total Current Liabilities 389,025 362,586
___________ ___________
Total Liabilities 389,025 362,586
___________ ___________
Commitments 0 0
Stockholders' Equity
Common stock, authorized 150,000,000
shares of $.001 Par value, Issued
and outstanding 10,031,862 shares 10,032 10,032
Additional Paid in Capital 344,352 344,352
Deficit accumulated during the
development stage (414,693) (394,692)
___________ ___________
Total Stockholders' Equity (60,309) (40,308)
___________ ___________
Total Liabilities and Stockholders' Equity $ 328,716 $ 322,278
=========== ===========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
2
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Statements of Operations
(Unaudited)
For the Three Months Ended From Inception
March 31, on May 6, 2003
2005 2004 Through March 31, 2005
____________ ____________ ______________________
Revenue $ 0 $ 0 $ 0
Operating Expenses
General and administrative
expenses 12,315 12,097 165,570
Research & development 7,686 24,793 249,146
____________ ____________ _________________
Total Operating Expenses 20,001 36,890 414,716
____________ ____________ _________________
Net Operating Income (Loss) (20,001) (36,890) (414,716)
Other Income 0 0 23
____________ ____________ _________________
Total Other Income 0 0 23
____________ ____________ _________________
Net Income (Loss) $ (20,001) $ (36,890)$ (414,693)
============ ============ =================
Net Income (Loss) Per Share $ (.00) $ (.00)$ (0.04)
============ ============ =================
Weighted Average Shares
Outstanding 10,031,862 9,999,076 9,513,110
============ ============ =================
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Statements of Cash Flows
(Unaudited)
For the Three Months Ended From Inception
March 31, on May 6, 2003
2005 2004 Through March 31, 2005
____________ ____________ ______________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $ (20,001) $ (36,890)$ (414,693)
Adjustments to reconcile
net loss to net cash
provided by operations:
Depreciation & Amortization 552 115 1,856
Non-cash expenses paid by
issuance of common stock 0 0 750
Non-cash services paid by
issuance of common stock 0 0 113
Changes in assets and
liabilities:
(Increase) Decrease in
prepaid expenses 0 (1,139) 0
Increase (Decrease) in Bank
Overdraft (1,023) 0 0
Increase (Decrease) in
accounts payable (19,038) 12,787 140,026
____________ ____________ _____________
Net Cash Provided (Used) by
Operating Activities (39,510) (25,127) (271,948)
____________ ____________ _____________
CASH FLOWS FROM INVESTING
ACTIVITIES:
Payments for property &
equipment 0 (960) (3,263)
Payments for definite-life
intangible assets (5,128) (3,826) (35,131)
Payments for goodwill 0 0 (269,006)
____________ ____________ _____________
Net Cash Provided (Used) by
Investing Activities (5,128) (4,786) (307,400)
____________ ____________ _____________
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from shareholder
advances 46,500 30,000 249,000
Proceeds from issuance of
common stock 0 0 293,700
Proceeds from sale of warrants 0 0 38,510
____________ ____________ _____________
Net Cash Provided (Used) by
Financing Activities 46,500 30,000 581,210
____________ ____________ _____________
NET INCREASE (DECREASE) IN
CASH AND EQUIVALENT 1,862 87 1,862
____________ ____________ _____________
CASH AND EQUIVALENTS AT
BEGINNING OF PERIOD 0 3,702 0
____________ ____________ _____________
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 1,862 $ 3,789 $ 1,862
============ ============ ============
Cash paid For:
Interest $ 0 $ 0 $ 0
============ ============ ============
Income taxes $ 0 $ 0 $ 0
============ ============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - LipidViro Tech, Inc. ("Parent") was organized under
the laws of the State of California on October 19, 1954 as Anticline
Uranium, Inc. In October 2001, Parent 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. In January 2004, Parent changed its name to
LipidViro Tech, Inc. On June 24, 2003, Subsidiary acquired 95.9% of
the outstanding stock of Parent pursuant to a Share Purchase
Agreement. The agreement called for Subsidiary to pay $65,718 to
the former shareholders of Parent for 5,000,000 shares of Parent's
common stock wherein Parent became a 95.9% owned subsidiary of
Subsidiary [See Note 3]. On January 14, 2004, Parent issued
9,818,750 shares of its common stock for all 9,818,750 outstanding
shares of Subsidiary's common stock wherein Subsidiary became a
wholly owned subsidiary of Parent in a transaction which has been
accounted for as a downstream merger [See Note 2]. Accordingly, the
equity transactions have been restated to reflect the
recapitalization of Subsidiary and the operations of Parent prior to
June 24, 2003 have been eliminated. The financial statements
reflect the operations of Subsidiary from its inception.
Lipidviro Tech Inc. ("Subsidiary") was organized under the laws of
the State of Utah on May 6, 2003.
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.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at March 31, 2005 and
for the periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been
condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31,
2004 audited financial statements. The results of operations for
the periods ended March 31, 2005 are not necessarily indicative of
the operating results for the full year.
Consolidation - The consolidated financial statements include the
accounts of Parent and Parent's wholly 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.
F-5
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
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 March 31, 2005, the Company has
capitalized a total of $2,830 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
three months ended March 31, 2005.
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 three months
ended March 31, 2005.
Research and Development - Research and development costs are
expensed as incurred. The Company expensed $7,686 in research and
development costs during the three months ended March 31, 2005.
Income Taxes - The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" [See Note 8].
Minority Interest - From June 24, 2003 through January 14, 2004,
Subsidiary owned 95.9% of Parent. The net loss of Parent applicable
to the non-controlling minority interest was not allocated to the
minority interests as there was no obligation of the non-controlling
minority interests to share in such losses. On January 14, 2004,
Subsidiary acquired the minority interest in a downstream merger
[See Note 2].
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 11].
F-6
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
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. 151, "Inventory Costs - an
amendment of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for
Real Estate Time-Sharing Transactions - an amendment of FASB
Statements No. 66 and 67", SFAS No. 153, "Exchanges of Nonmonetary
Assets - an amendment of APB Opinion No. 29", and SFAS No. 123
(revised 2004), "Share-Based Payment", were recently issued. SFAS
No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company or their effect on the financial
statements would not have been significant.
Reclassification - The financial statements for periods prior to
March 31, 2005 have been reclassified to conform to the headings and
classifications used in the March 31, 2005 financial statements.
Restatement - The financial statements have been restated for all
periods presented to reflect the recapitalization of Subsidiary [See
Note 2] and to reflect a 1-for-100 reverse stock split that Parent
effected on October 4, 2001 and a 4-for-1 forward stock split that
Parent effected on December 31, 2001 [See Note 7].
NOTE 2 - DOWNSTREAM MERGER
On January 14, 2004, Subsidiary acquired the minority interests in
Parent and Subsidiary was reorganized as a subsidiary of Parent in a
transaction in which Parent issued 9,818,750 shares of its common
stock in exchange for all 9,818,750 outstanding shares of
Subsidiary's common stock. Accordingly, the equity transactions
have been restated to reflect the recapitalization of Subsidiary.
The Company recorded goodwill of $21,311 as a result of the
downstream merger. The financial statements reflect the operations
of Subsidiary from its inception. As part of the downstream merger,
Parent issued 1,915,000 Class A warrants and 1,915,000 Class B
warrants to replace similar warrants of Subsidiary. Parent also
cancelled 5,000,000 shares of its common stock which had previously
been owned by Subsidiary.
NOTE 3 - ACQUISITION OF 95.9% OF LIPIDVIRO TECH, INC.
On June 24, 2003, Subsidiary acquired 95.9% of the outstanding stock
of Parent pursuant to a Share Purchase Agreement. The agreement
called for Subsidiary to pay $65,718 to the former shareholders of
Parent for 5,000,000 shares of Parent's common stock wherein Parent
became a 95.9% owned subsidiary of Subsidiary. The agreement also
called for Subsidiary to advance an additional $203,282 to pay costs
associated with the acquisition and to reduce the liabilities of
Parent. The acquisition closed June 24, 2003 and has been accounted
for as a purchase of Parent. The Company recorded goodwill of
$269,006 as a result of the acquisition. The financial statements
reflect the operations of Parent from June 24, 2003.
F-7
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
March 31, December 31,
2005 2004
___________ ___________
Office equipment $ 433 $ 433
Website 2,830 2,828
___________ ___________
3,263 3,261
Less: accumulated depreciation (953) (790)
___________ ___________
Net property and equipment $ 2,310 $ 2,471
___________ ___________
Depreciation expense for the three months ended March 31, 2005 was $161.
NOTE 5 - DEFINITE-LIFE INTANGIBLE ASSETS
Definite-life intangible assets consist of the following at:
March 31, December 31,
2005 2004
___________ ___________
Pending Patents $ 29,233 $ 29,233
Patent applications in process 5,898 770
___________ ___________
35,131 30,003
Less: Accumulated amortization (905) (514)
___________ ___________
Net Definite-life Intangible Assets $ 34,226 $ 29,489
___________ ___________
The Company's definite-life intangible assets are amortized, upon being
placed in service, over the estimated useful lives of the assets of 20
years with no residual value. Amortization expense for the three months
ended March 31, 2005 and for the period from inception on May 6, 2003
through March 31, 2005 was $391 and $905, respectively. The Company
estimates that their amortization expense for each of the next five years
will be approximately $1,500 per year.
F-8
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 GOODWILL
The Company has no indefinite-life intangible assets. The following is a
summary of the transactions affecting the Company's goodwill.
March 31, December 31,
2005 2004
___________ ___________
Goodwill at beginning of period $ 290,317 $ 269,006
Goodwill from the acquisition
of 95.9% of Parent - -
Goodwill from the acquisition
of the minority interests in Parent - 21,311
___________ ___________
Goodwill at end of period $ 290,317 $ 290,317
___________ ___________
NOTE 7 - CAPITAL STOCK
Common Stock - The Company has authorized 150,000,000 shares of common
stock with a par value of $.001.
In January 2004, the Company issued 213,112 shares of their previously
authorized but unissued common stock to the former shareholders of
Subsidiary as part of a downstream merger [See Note 2].
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.
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.
F-9
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - CAPITAL STOCK [Continued]
Stock Splits - On December 31, 2001, Parent effected a 4-for-1 forward
stock split. On October 4, 2001, Parent effected a 1-for-100 reverse stock
split. The financial statements for all periods presented have been
restated to reflect these stock splits.
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
for two years. In August 2003, the Company changed the exercise period so
the warrants are only exercisable during June 2006. At March 31, 2005,
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
for two years. In August 2003, the Company changed the exercise period so
the warrants are only exercisable during June 2006. At March 31, 2005,
none of these warrants had been exercised, forfeited or cancelled.
Stock Option Plan - In March 2003, the Board of Directors of Parent
approved and adopted the "2003 Stock Option/Stock Issuance Plan" ("the
Plan") with a maximum of 1,500,000 shares of common stock reserved for
issuance under the Plan. The Plan provides for both the direct award of
shares and for the grant of options to purchase shares. The Board of
Directors has authorized options to purchase 500,000 common shares to be
granted at a purchase price of $0.01 per share, but to date the Company has
not granted any options to their employees, officers or directors. Under
the Plan, the Board of Directors shall determine which eligible persons are
to receive Incentive Options, Non-Statutory grants or stock issuances. The
Board of Directors also sets the exercise price for options granted. The
option terms are not to exceed ten years from the option grant date. At
March 31, 2005, total awards available to be granted from the Plan amounted
to 1,500,000.
NOTE 8 - 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 March 31, 2005 unused operating loss carryforwards of
approximately $506,000 which may be applied against future taxable income
and which expire in various years through 2025. Due to substantial changes
in the Company's ownership, there will be an annual limitation on the
amount of net operating loss carryforwards which can be utilized.
F-10
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - INCOME TAXES [Continued]
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, which consist of difference in
book and tax basis of fixed assets and net operating losses, are
approximately $92,100 and $88,350 as of March 31, 2005 and December 31,
2004, respectively, with an offsetting valuation allowance of the same
amount, resulting in a change in the valuation allowance of approximately
$3,750 during the three months ended March 31, 2005.
NOTE 9 - 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 7].
Office Space - The Company has not had a need to rent office space. A
shareholder (former officer) of the Company is allowing the Company to use
her mailing 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 - During the three months ended March 31, 2005, a
shareholder of the Company advanced $46,500 to the Company. At March 31,
2005, the Company owes a total of $249,000 to the shareholder. The
advances bear no interest.
NOTE 10 - 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-11
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the Three From Inception on
Months Ended May 6, 2003 Through
March 31, March 31,
__________________ ____________________
2005 2004 2005
________ ________ __________
Loss from continuing operations
available to common
shareholders (numerator) $(20,001) $(36,890) $ (414,693)
________ ________ __________
Weighted average number of
common shares outstanding
used in loss per share for the
period (denominator) 10,031,862 9,999,076 9,513,110
________ ________ __________
At March 31, 2005, 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 12 - COMMITMENTS AND CONTINGENCIES
Agreements - In August 2004, the Company signed a one-year agreement 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 agreed to pay up to $600,000 for supplies, facilities, a laboratory
technician and coordination efforts. During the year ended December 31,
2004 the Company paid $5,000 under this agreement. During the three months
ended March 31, 2005 the Company paid an additional $24,000 under this
agreement.
In July 2004, the Company signed a six-month agreement for a researcher to
conduct research on behalf of the Company. The Company agreed to pay
$15,000 for the services of the researcher. During the year ended December
31, 2004 the Company paid $10,000 under this agreement and during the three
months ended March 31, 2005 paid an additional $5,000 under this agreement.
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 agreed to
pay up to $76,325 for supplies, facilities, a laboratory technician and
coordination efforts. The costs incurred under this agreement totaled
$75,000. During the year ended December 31, 2004 and the period from
inception on May 6, 2003 through December 31, 2003, respectively, the
Company paid $52,000 and $23,000 under these agreements.
F-12
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - COMMITMENTS AND CONTINGENCIES [Continued]
Possible Claims Related to Previously Leased Mining Property - In August
2001, Parent 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, Parent 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. Parent
was also obligated to pay a 3.5% net smelter royalty on all mineral-bearing
ores sold. The lease also gave a credit to Parent for the first $30,000 of
net smelter royalties. The lessor also agreed to indemnify and hold Parent
harmless from any Environmental Protection Agency claim or claims by a
similar state agency based solely on past mining contaminations or other
environmental violations or damage. In June 2003, Parent 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 Parent 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.
NOTE 12 SUBSEQUENT EVENTS
On April 18, 2005, the Company executed a Securities Purchase Option
Agreement with Lombard, Inc., whereby the Company purchased for $1.00 an
option to acquire 7,875,000 shares of the Company's common stock for a
purchase price of $600,000. The option has an exercize period of 48 months
from the date of the agreement.
F-13
ITEM 2 Management Discussion and Analysis or Plan of Operation
Plan of Operation.
------------------
Overview.
---------
LipidViro Tech, Inc. is a development-stage biotechnology company engaged
in developing drug products, fluid purification processes, and drug production
and delivery systems (DPD System). Utilizing the Company's proprietary DPD
System, LipidViro is currently developing two products for commercialization;
therapeutic treatments for Cardiovascular diseases, and processes to
inactivate virus, bacteria and prions producing pathogen-free biological
products.
Technology.
-----------
LipidViro's technology is based on three components:
* Our proprietary Drug Production and Delivery System (LipidViro DPD
System) which produces and delivers a precise, measured dose of
ozone;
* Our proprietary Gas-Fluid Exchange Device (GFE Device) which
efficiently mixes ozone with a fluid; and,
* Our proprietary methods that utilize precise, measured dosages of
ozone (LVT3), to treat disease and purify bio-fluids.
The Company has applied for patent protection on all aspects of this
technology.
While medicinal ozone therapies have been used for decades in European
countries, the FDA rejected applications to develop ozone as a drug in the
United States. The common reason underlying these repeated failures was poor
measuring and mixing techniques and the inability to produce and deliver ozone
in precise, measured dosages.
LipidViro's proprietary ozone Drug Production and Delivery System (DPD System)
solve both of these problems. The LipidViro DPD System produces a precise,
measured dose of ozone, accurate within 2% of the total dose. The technology
behind the DPD system allows for a precise, standardized treatment to be
delivered by any clinician throughout the world. The LipidViro GFE Device
efficiently mixes ozone with a fluid by achieving superior surface area
contact between the gas and the fluid; and produces efficient, controlled,
consistent, and reproducible mixing, allowing for reliable, repeatable ozone
delivery, maximizing treatment results.
We believe Lipidviro's technology provides the first and only process able to
deliver precise, measured doses of ozone that are consistent and reproducible.
We believe this proprietary technology establishes LipidViro as the exclusive
market leader, with the only process capable of achieving regulatory approval
for use of ozone as a drug.
2005 Milestones and Operational Plan.
-------------------------------------
Corporate Development. Our corporate operations objectives for 2005
include financing operations, establishing corporate governance sufficient to
apply for NASDAQ SM cap or AMEX listing and, developing and implementing a
public relations strategy to enhance shareholder liquidity and value.
Scientific Agenda. Our scientific agenda for 2005 includes, site
selection and contracting for initial cardiovascular clinical trials; design
and initiate cardiovascular clinical trials to produce pilot data; and,
selection of a strategic partner for sera purification.
Technology Development. Our technology agenda for 2005 includes:
selecting a strategic partner to produce our Drug Production and Delivery
System; and, selecting a strategic partner to manufacture our Contact Device.
Financing. We require immediate financing to fund operations for the
next 12 months, including our described technology and corporate development
and our scientific agenda. During fiscal year 2005 we will attempt to raise
$3-7 million dollars from equity, debt and grants, which we believe will
sufficiently sustain our projected operations through the end of fiscal '06.
We will attempt to raise additional money from the exercise of the Company's
Class A and B warrants during June of '06. If fully exercised, these warrants
could raise an additional $28 million. We do not have sufficient cash on hand
to finance our current plan of operation. Since inception, debt and equity
financing have funded all operations including research expenses. We expend
and will likely continue to expend substantial funds to complete our research,
development and operational objectives. To fund these operations we will
consider all options available. Consequently, now and on an ongoing basis we
will consider raising capital through collaborative arrangements, strategic
alliances, research grants or equity and debt financings or from other
sources.
2005 Pre-Clinical Laboratory Research, Product Development.
-----------------------------------------------------------
Our pre-clinical, product development research is designed to evaluate
our proprietary technology and process. We utilize the results of our pre-
clinical research studies to identify potential products. Each potential
product is ranked for development priority based on our assessment of the
product's prospects for commercial success. Our evaluation includes studying
the efficacy and toxicity of LVT3 in-vitro, the time, expense and anticipated
regulatory hurdles likely required to reach commercialization, and,
competition in that product category.
Early research suggests our proprietary technology and process possess a
capacity to inactivate viruses and treat cardiovascular diseases. While our
research is preliminary and incomplete, and will require additional research
to verify, it does suggest the potential for multiple products that we believe
are worthy of further investigation. Product categories we are evaluating
include: (i) processing biologicals for pathogen removal and purification;
(ii) developing therapeutics to treat serious infectious diseases; (iii)
developing therapeutics for treating lipid associated diseases; and, (iv)
developing treatments for cardiovascular diseases.
Biological Fluid Purification. During the first fiscal quarter 2005, we
initiated discussion for development of a commercial bio-fluid purification
process with several commercial bio-fluid manufacturers. These Discussions
are ongoing at this time.
Prion Research. On March 3, 2005 the Company announced pre-clinical
research results which demonstrated the ability to substantially inactivate
infectious prion proteins in bovine serum. LipidViro's proprietary technology
reduced prion infectivity in bovine serum below the limits of detection in
both cell and Western blot assays; two gold standards for prion detection.
These data were submitted for presentation at the Meeting of the International
Union of Microbiological Societies, San Francisco, July 2005.
Cardiovascular Platform. During the first fiscal quarter of 2005, we
continued development and design of pre-clinical studies associated with our
Cardiovascular Platform. Our objective is to initiate Cardiovascular Disease
clinical studies during 2005.
Intellectual Property. We have filed for patent protection covering our
LVT3 drug production and delivery technology and, and our GEN-1, GEN-2 GEN-3
and GEN-4H drug delivery devices, and for proprietary applications utilized by
our process.
ITEM 3 CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President, of the effectiveness of our disclosure controls and procedures.
Based on this evaluation, our President concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
required to be included in our periodic Securities and Exchange Commission
reports. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote.
In addition, we reviewed our internal controls over financial reporting, and
there have been no changes in our internal controls or in other factors in the
last fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
None; not applicable.
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities.
-----------
On April 18, 2005, we executed a Securities Purchase Option
Agreement (the "Agreement") with Lombard, Inc. ("Lombard"), whereby we
purchased for $1.00, an option to acquire 7,875,000 shares of our common
stock, for a period of 48 months from the date of the Agreement, for a
purchase price of $600,000. See our 8-K Current Report dated April 18, 2005,
and filed with the Securities and Exchange Commission on May 4, 2005.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None; not applicable.
Item 5. Other Information.
------------------
None; not applicable
Item 6. Exhibits.
---------
Exhibits.
31 302 Certification of Kenneth P. Hamik
32 906 Certification
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIPIDVIRO TECH, INC.
Date: 5/18/2005 By/s/Kenneth P. Hamik
-------------- -------------------
Kenneth P. Hamik
President, CFO and Director