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 June 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
----------------- ---------------
Commission File No. 0-49655
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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
--------------
Check whether the Issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
Indicate by check mark whether the Issuer is a shell company (as
defined by Rule 12b-2 of the Exchange Act) Yes No X
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Not applicable.
Check whether the Issuer 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 X 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: June 30, 2006 -
Common Voting Stock - 17,289,037 shares.
Transitional Small Business Disclosure Format (Check one): Yes No X
PART I
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
(A Development Stage Company)
JUNE 30, 2006 UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
TABLE OF CONTENTS
PAGE
--------
Unaudited Condensed Consolidated Balance Sheets,
June 30, 2006 and December 31, 2005 2
Unaudited Condensed Consolidated Statements of Operations,
For the Three and Six Months Ended June 30, 2006 and 2005
and For the Period From Inception On May 6, 2003
Through June 30, 2006 3
Unaudited Condensed Consolidated Statements of Cash Flows,
For the Six Months Ended June 30, 2006 and 2005 and
For the Period From Inception On May 6, 2003
Through June 30, 2006 4
Notes to the Condensed Consolidated Financial Statements 5 - 10
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
2006 2005
------------ ------------
CURRENT ASSETS:
Cash $ - $ -
------------ ------------
Total Current Assets - -
PROPERTY AND EQUIPMENT, net 1,849 2,217
OTHER ASSETS:
Definite-life intangible assets 33,331 32,102
Goodwill 290,317 290,317
------------ ------------
TOTAL ASSETS $ 325,497 $ 324,636
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Bank overdraft $ 1,079 $ 441
Accounts payable 184,489 161,665
Shareholder loans 436,812 343,301
------------ ------------
Total Current Liabilities 622,380 505,407
LONG-TERM LIABILITIES:
Related party accrued interest 22,438 7,562
Related party note payable 600,000 600,000
------------ ------------
Total Liabilities 1,244,818 1,112,969
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value, 150,000,000
shares authorized, 17,289,037 and 15,098,034
shares issued and outstanding, respectively 17,289 15,098
Capital in excess of par value 2,447,546 (225,609)
Deficit accumulated during the development
stage (3,384,156) (577,822)
------------ ------------
Total Stockholders' Equity (Deficit) (919,321) (788,333)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 325,497 $ 324,636
============ ============
2
See accompanying notes
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Period
For the Three Months For the Six Months From Inception
Ended June 30, Ended June 30, On May 6, 2003
------------------------ ------------------------ Through
2006 2005 2006 2005 June 30, 2006
------------ ---------- ------------ ---------- ------------
REVENUE $ - $ - $ - $ - $ -
OPERATING EXPENSES:
General and
administrative 124,330 17,696 241,323 30,011 448,806
Research and
development 875,747 53,987 1,536,453 61,282 1,864,147
------------ ---------- ------------ ---------- ------------
Total Operating
Expenses 1,000,077 71,683 1,777,776 91,293 2,312,953
------------ ---------- ------------ ---------- ------------
LOSS BEFORE
OTHER INCOME
(EXPENSE) (1,000,077) (71,683) (1,777,776) (91,293) (2,312,953)
OTHER INCOME
(EXPENSES):
Interest income - - - - 23
Related party
interest
expense (1,013,890) (5,684) (1,028,558) (10,285) (1,071,226)
------------ ---------- ------------ ---------- ------------
Total Other
Income
(Expense) (1,013,890) (5,684) (1,028,558) (10,285) (1,071,203)
------------ ---------- ------------ ---------- ------------
LOSS BEFORE INCOME
TAX EXPENSE (2,013,967) (77,367) (2,806,334) (101,578) (3,384,156)
CURRENT INCOME
TAX EXPENSE - - - - -
DEFERRED INCOME
TAX EXPENSE - - - - -
------------ ---------- ------------ ---------- ------------
NET LOSS $ (2,013,967) $ (77,367) $ (2,806,334) $ (101,578) $ (3,384,156)
============ ========== ============ ========== ============
NET LOSS PER
COMMON SHARE $ (0.12) $ (0.00) $ (0.17) $ (0.00) $ (0.06)
============ ========== ============ ========== ============
3
See accompanying notes
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period
For the Six Months From Inception
Ended June 30, On May 6, 2003
------------------------ Through
2006 2005 June 30, 2006
------------ ---------- ------------
Cash Flows from Operating Activities:
Net loss $ (2,806,334) $ (101,578) $ (3,384,156)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 368 323 1,826
Imputed interest expense 7,271 10,285 42,377
Non-cash expenses paid by issuance of
common stock 1,000,000 - 1,000,750
Non-cash expenses paid by shareholder 6,900 - 6,900
Non-cash services paid by issuance of
common stock 589,645 - 589,758
Non-cash services paid by grant of
warrants 1,070,718 - 1,070,718
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 22,824 (3,312) 184,489
Increase in related party accrued
interest 21,287 - 28,849
------------ ---------- ------------
Net Cash Used by Operating Activities (87,321) (94,282) (458,489)
------------ ---------- ------------
Cash Flows from Investing Activities:
Payments for property and equipment - - (3,675)
Payments for definite-life intangible
assets (1,229) (5,128) (33,331)
Payments for goodwill - - (269,006)
------------ ---------- ------------
Net Cash Used by Investing Activities (1,229) (5,128) (306,012)
------------ ---------- ------------
Cash Flows from Financing Activities:
Increase (decrease) in bank overdraft 638 (1,023) 1,079
Proceeds from shareholder loans 87,100 102,300 432,400
Payments on shareholder loans - - (2,000)
Capital contribution 812 - 812
Proceeds from issuance of common stock - - 293,700
Proceeds from sale of warrants - - 38,510
------------ ---------- ------------
Net Cash Provided by Financing
Activities 88,550 101,277 764,501
------------ ---------- ------------
Net Increase (Decrease) in Cash - 1,867 -
Cash at Beginning of Period - - -
------------ ---------- ------------
Cash at End of Period $ - $ 1,867 $ -
============ ========== ============
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 six months ended June 30, 2006:
None
For the six months ended June 30, 2005:
None
4
See accompanying notes
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
June 30, 2006 and 2005 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with U.S. generally accepted accounting
principles 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, 2005
audited financial statements. The results of operations for the periods ended
June 30, 2006 and 2005 are not necessarily indicative of the operating
results for the full year.
Reclassification Certain amounts in prior-year financial statements have
been reclassified for comparative purposes to conform with presentation in
the current-year financial statements.
NOTE 2 - PROPERTY AND EQUIPMENT
Estimated June 30,
Useful Lives 2006
------------ ------------
Office equipment 5 years $ 433
Website 5 years 3,242
------------
3,675
Less accumulated depreciation (1,826)
------------
Net Property and Equipment $ 1,849
------------
Depreciation expense for the six months ended June 30, 2006 and 2005 was $368
and $323, respectively.
NOTE 3 - CAPITAL STOCK
Stock Split On April 18, 2006, Parent effected a 7-for-1 forward stock split
by dividend. The financial statements for all periods presented have been
restated to reflect the stock split.
Common Stock In February and March 2006, the Company issued 766,003 shares
of common stock to consultants for services valued at $547,145, or
approximately $0.7143 per share.
In April 2006, the Company issued 1,400,000 shares of common stock to a
shareholder of the Company to further extend shareholder loans owed to the
shareholder. The stock was valued at $1,000,000, or approximately $0.7143 per
share.
In June 2006, the Company issued 25,000 shares of common stock to a consultant
for services valued at $42,500, or $1.70 per share.
Capital contributions In June 2006, a shareholder of the Company paid
expenses on behalf on the company by transferring 6,000 shares of common stock
valued at $6,900, or $1.15 per share.
In June 2006, a shareholder of the Company contributed cash of $812.
Class A Warrants In January 2006, the Company granted 105,000 Class A
warrants for services valued at $22,930, or approximately $0.2184 per warrant.
Of the warrants, 35,000 vested immediately and the remaining 70,000 vested as
services were rendered through June 30, 2006. At June 30, 2006, all of the
remaining warrants had vested.
5
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK (Continued)
In February 2006, the Company granted 175,000 Class A warrants for services
valued at $38,198, or approximately $0.2183 per warrant. The warrants vest as
services are rendered through January 31, 2007. At June 30, 2006, 72,917 of
the warrants had vested.
In February 2006, the Company granted 560,000 Class A warrants for services
valued at $122,232, or approximately $0.2183 per warrant. The warrants vested
immediately.
In April 2006, the Company granted 70,000 Class A warrants for services valued
at $49,218, or approximately $0.7031 per warrant. The warrants vest as
services are rendered through December 31, 2006. At June 30, 2006, none of
the warrants had vested.
Class B Warrants In February 2006, the Company granted 560,000 Class B
warrants for services valued at $43,008, or $0.0768 per warrant. The warrants
vested immediately.
Extended Warrant Exercise Period In April 2006, the Company extended the
exercise period for Class A and Class B warrants through June 30, 2008. The
extension of the exercise period on previously granted warrants resulted in
additional expenses totaling $938,408, of which $127,146 was associated with
unvested warrants.
During the six months ended June 30, 2006 and 2005, respectively, share-based
payments resulted in expenses of $1,070,718 and $0.
The fair value of each warrant is estimated on the grant date using the Black-
Scholes option pricing formula with the following assumptions: expected
volatility of 109-320%, expected term of 5-27 months, risk-free rate of 4.4-
4.8%, and no expected dividends. The expected volatility is based upon the
historical volatility of the Company's common stock price. Because the
Company has not yet proved that they will be able to generate any revenues
from their research activities, any future exercise of warrants is expected to
be at the end of the contractual term to allow for the maximum possible
development prior to the exercise. The risk-free rate is based upon the U.S.
Treasury rate for similar maturities.
A summary of warrant activity as of June 30, 2006 and changes during the
six months then ended is presented below:
Weighted-
Weighted- Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Warrants Shares Price Term (Years) Value
-------------------------------- ---------- --------- ----------- -----------
Outstanding at December 31, 2005 26,810,000 $ 1.07
Granted 1,470,000 0.98
Exercised - -
Forfeited - -
Expired - -
---------- ---------
Outstanding at June 30, 2006 28,280,000 $ 1.07 2.00 $19,356,400
========== ========= =========== ===========
Exercisable at June 30, 2006 28,107,917 $ 1.07 2.00 $19,174,314
========== ========= =========== ===========
The weighted-average grant-date fair value of warrants granted during the six
months ended June 30, 2006 was $0.19.
6
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK (Continued)
A summary of the status of the non-vested shares as of June 30, 2006 and
changes during the six months then ended is presented below:
Weighted-Average
Warrants Shares Grant-Date Fair Value
-------------------------------- ---------- ---------------------
Not Vested at December 31, 2005 - $ -
Granted 315,000 0.33
Vested (142,917) 0.22
Forfeited - -
---------- ---------------------
Not Vested at June 30, 2006 172,083 $ 0.42
========== =====================
As of June 30, 2006, there was $143,276 of total unrecognized expense related
to non-vested share-based payments. That cost is expected to be recognized
over a weighted-average period of 0.3 years. The total fair value of warrants
vested during the six months ended June 30, 2006 and 2005 was $86,573.
NOTE 4 - INCOME TAXES
The Company's deferred tax assets, deferred tax liabilities, and valuation
allowance are as follows:
June 30,
2006
------------
Deferred tax assets:
Organization costs $ 53
Research and development equipment 1,609
Net operating loss carryforwards 144,271
------------
Total deferred tax assets $ 145,933
Deferred tax liabilities:
Patent application costs $ 6,416
Depreciation 239
------------
Total deferred tax liabilities $ 6,655
Total deferred tax assets $ 145,933
Total deferred tax liabilities (6,655)
Valuation allowance (139,278)
------------
Net deferred tax asset (liability) $ -
These amounts have been presented in the financial statements as follows:
Current deferred tax asset (liability) $ -
Non-current deferred tax asset (liability) -
------------
$ -
------------
7
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES (Continued)
At June 30, 2006, the Company has net operating loss carryforwards of
approximately $749,000 available to offset future taxable income and expiring
beginning in 2023 through 2026. The Company has experienced losses since
inception and has not yet generated any revenues; therefore, the Company has
established a valuation allowance of $139,278 to offset the net tax assets
from the net operating loss carryforwards.
The income tax provision differs from the amounts that would be obtained by
applying federal and state statutory income tax rates to income (loss) before
income tax as follows:
For the Period
For the Six Months From Inception
Ended June 30, On May 6, 2003
------------------------ Through
2006 2005 June 30, 2006
------------ ---------- ------------
Income (loss) before income taxes $ (2,806,334) $ (101,578) $ (3,384,156)
Expected combined federal and state
income tax rate 20.0% 20.0% 20.0%
------------ ---------- ------------
Expected income tax expense
(benefit) at statutory rates (561,267) (20,316) (676,831)
Federal benefit of state taxes 21,048 762 25,381
Tax effect of:
Compensation paid with warrants 8,985 - 8,985
Consulting paid with common stock 113,507 - 113,507
Consulting paid with warrants 197,128 - 197,128
Interest paid with common stock 192,500 - 192,500
Meals and entertainment 14 - 52
Change in valuation allowance 28,085 19,554 139,278
------------ ---------- ------------
Net income tax expense (benefit) $ - $ - $ -
------------ ---------- ------------
NOTE 5 - RELATED PARTY TRANSACTIONS
Shareholder Loans - During the six months ended June 30, 2006 and 2005,
respectively, shareholders of the Company loaned $87,100 and $102,300 to the
Company. Previously, the loans bore no interest and were due on demand;
however, the Company imputed interest at 8% per annum. In April 2006, the
Company issued 1,400,000 shares of common stock to further extend the loans.
The loans now bear interest at 6% per annum and are due December 31, 2006. At
June 30, 2006, the Company owes a total of $436,812 to the shareholders.
During the six months ended June 30, 2006 and 2005, respectively, the Company
accrued or imputed interest expense totaling $13,682 and $10,285.
Note Payable In September 2005, the Company issued a 5% $600,000 note
payable to repurchase common stock. The note and accrued interest are all due
in September 2009. During the six months ended June 30, 2006 and 2005,
respectively, interest expense on the note payable amounted to $14,876 and $0.
Management Compensation - In February 2006, the Company granted 175,000 Class
A warrants to an officer of the Company for services valued at $38,198 to be
provided through January 31, 2007.
8
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - GOING CONCERN
The Company's financial statements have been presented on the basis that they
are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. At June 30,
2006, the Company had incurred losses since inception, had not yet generated
any revenues, and had current liabilities in excess of current assets. These
factors create an uncertainty about the Company's ability 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 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 be necessary if the Company is unable to continue as a going concern.
NOTE 7 NET LOSS PER COMMON SHARE
The following data shows the amounts used in computing net loss per common
share:
For the Period
For the Three Months For the Six Months From Inception
Ended June 30, Ended June 30, On May 6, 2003
------------------------ ------------------------ Through
2006 2005 2006 2005 June 30, 2006
------------ ---------- ------------ ---------- ------------
Net loss available
to common
shareholders
(numerator) $ (2,013,967) $ (77,367) $ (2,806,334) $ (101,578) $ (3,384,156)
------------ ---------- ------------ ---------- ------------
Weighted average
number of common
shares outstanding
(denominator) 17,256,619 70,223,034 16,393,942 70,223,034 54,955,570
------------ ---------- ------------ ---------- ------------
At June 30, 2006, the Company had 14,315,000 Class A warrants and 13,965,000
Class B warrants outstanding that were not used in the computation of dilutive
loss per share because their effect would be anti-dilutive. At June 30,
2005, the Company had 13,405,000 Class A warrants and 13,405,000 Class B
warrants outstanding that 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.
9
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 COMMITMENTS
In February 2006, the Company signed a research agreement that requires
payment of $5,000 per month for two years. Through June 30, 2006, the Company
has made payments of $15,000 on this agreement and has accrued a liability of
$15,000 for past-due payments.
In February 2006, the Company signed a research agreement that requires
payment of $3,000 per month for six months. In May 2006, the Company
terminated this agreement. Through June 30, 2006, the Company has made
payments of $12,000 on this agreement.
In February 2006, the Company signed a research agreement that requires
payment of $2,080 per month for six months. In May 2006, the Company
terminated this agreement. Through June 30, 2006, the Company has made
payments of $8,320 on this agreement.
10
Item 2. Management's Discussion and Analysis of Financial Condition and
Plan of Operations.
-------------------
This Form 10-QSB contains forward-looking statements concerning plans,
objectives, goals, strategies, future events or performance as well as all
other statements which are not statements of historical fact. These
statements contain words such as, but not limited to, "believes,"
"anticipates," "expects," "estimates," "projects," "will," "may" and "might."
The forward-looking statements contained in this Form 10-QSB reflect our
current beliefs and expectations on the date of this Form 10-QSB. Actual
results, performance or outcomes may differ materially from what is expressed
in the forward-looking statements. We have discussed the important factors,
which we believe could cause actual results, performance or outcomes to differ
materially from what is expressed in the forward-looking statements, under the
caption "Factors That May Affect Future Results and Financial Condition." We
are not obligated to publicly announce any revisions to these forward-looking
statements to reflect a change in facts or circumstances.
You should read the discussion below in conjunction with Part I, Item 1,
"Financial Statements," of this Form 10-QSB and our Annual Report Form 10-KSB
for the year ended December 31, 2005.
Business Development.
---------------------
On June 16, 2006, at the Equities Magazine Summer Conference held at the
Yale Club in New York City, the Company offered a presentation of the d-OSAB
Therapeutic Platform for treatment of cardiovascular disease, including
Ischemic Brain Stroke and Chronic Heart Failure. The presentation was a
repeat of the presentation reported on the 8-K Current Report filed with the
Securities Exchange Commission on February 9, 2006. Equities Magazine was
paid 6,000 shares of common stock by a shareholder and employee of the Company
to offset expenses associated with this presentation. The Company will not
compensate Equities Magazine or the aforementioned shareholder for these
expenses.
On April 17, 2006, the Company declared a stock dividend on our common
stock, payable to common stock shareholders of record as of the close of
business. The dividend required a mandatory exchange of stock certificates.
The dividend was seven (7) shares of common stock payable for every issued and
outstanding share of common stock, subject to the mandatory exchange of stock
certificates. Therefore, for example, if a holder owned a round lot of 100
shares, he, she or it would receive 700 shares in total after the mandatory
exchange. The payment date for the stock dividend was April 18, 2006, subject
to the mandatory exchange of certificates. All computations in this Quarterly
Report take into account this seven (7) for one (1) dividend. For additional
information, see our Press Release filed as an Exhibit to our 8-K Current
Report that was filed with the Securities and Exchange Commission April 7,
2006.
Also, on April 17, 2006, the Company extended the Warrant Exercise
period on Class A and B Warrants to June 30, 2008. That will allow owners of
our Class A and B Warrants to Exercise Warrants between June 1, 2006, and June
30, 2008. The expanded Warrant Exercise period provides Warrant owners
greater flexibility to convert their Warrants to common stock. For additional
information, see the Press Release that was filed as an Exhibit to the
Company's 8-K Current Report on April 17, 2006.
In April 2006, we signed an agreement for clinical trial consulting
services whereby a total of 175,000 of our Class A Warrants were issued.
In April 2006, Benedente Holdings, LLC agreed to provide us with a line
of credit allowing us to borrow up to $500,000 above and beyond any current
outstanding loans. This line of credit will accrue interest at the rate of 6%
per annum on any outstanding balances and may be pre-paid at any time by us
without penalty. In exchange of extension of our outstanding loan, and this
new line of credit, we agreed to pay Benedente Holdings, LLC 1,400,000 shares
of our common stock.
Clinical Trial d-OSABibs. During the second fiscal quarter of 2006, we
performed multiple administrative details in preparation for our clinical
trial which is designed to treat 100 Ischemic Brain Stroke patients with d-
OSABibs Therapy. During the quarter, we continued trial protocol development,
Investigational Review Board application development and refining details
associated with independent data management for trial data. Many of these
operations are ongoing and require the Company to execute a new round of
financing to continue through completion.
Equipment Development. During the second fiscal quarter of 2006, the
Company continued development of the d-OASB equipment platform, focusing on
design and manufacturing of complete systems, including disposables for use in
clinical trials. Once manufactured, equipment reliability, reproducibility
and sterility require testing and verification prior to use in clinical
trials. These operations are ongoing and require the Company to execute a new
round of financing to continue through completion.
Grants, Partnering and Financing. During the second fiscal quarter of
2006, the Company explored multiple financing options in efforts to attain
financing sufficient to execute the Company's d-OSAB development efforts and
corporate development objectives. These efforts include equity, debt,
partnering, grants and any combination thereof. These operations are also
ongoing and require execution for the Company to meet overall goals of product
and corporate development.
Corporate Development. During the second fiscal quarter of 2006, the
Company considered legal strategies to develop and expand the Company's Board
of Directors and Panel of Scientific Advisors. These operations are ongoing.
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 and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our President and Chief Financial Officer concluded that information required
to be disclosed is recorded, processed, summarized and reported within the
specified periods and is accumulated and communicated to management, including
our President and Chief Financial Officer, to allow for timely decisions
regarding required disclosure of material information required to be included
in our periodic Securities and Exchange Commission reports. Our disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objectives and our President and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective to a
reasonable assurance level of achieving such objectives. However, 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 our internal controls 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.
-----------
During the six months ended June 30, 2006, and 2005, respectively,
shareholders of the Company loaned $87,100 and $102,300 to the Company.
Previously, the loans bore no interest and were due on demand; however, the
Company imputed interest at 8% per annum. In April 2006, the Company issued
1,400,000 shares of common stock valued at $1,000,000 or $0.7143 per share to
further extend the loans. The loans now bear interest at 6% per annum and are
due December 31, 2006.
In April 2006, we signed an agreement for clinical trial consulting
services whereby a total of 175,000 of our Class A Warrants were issued.
In June 2006, we issued 25,000 shares to a consultant for services valued
at $42,500 or $1.70 per share.
We issued these securities to persons who were "accredited investors" as
defined in Rule 501 of the Securities and Exchange Commission; and each had
prior access to all material information about us. We believe that the offer
and sale of these securities was exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the Securities
and Exchange Commission; state sales to "accredited investors" are preempted
by Section 18 of the Securities Act.
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.
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None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
31 302 Certification of Kenneth P. Hamik
32 906 Certification
8-K Current Report dated April 6, 2006, regarding a Press Release, filed April
7, 2006.
8-K Current Report dated April 13, 2006, regarding a Press Release, filed
April 14, 2006.
8-K Current Report dated April 17, 2006, regarding a Press Release, filed
April 17, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report to be signed on its
behalf by the undersigned thereunto duly authorized.
LIPIDVIRO TECH, INC.
Date: 8/21/2006 By/s/Kenneth P. Hamik
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Kenneth P. Hamik
President, CFO and Director