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 September 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: September 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)
SEPTEMBER 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, September 30,
2006 and December 31, 2005 2
Unaudited Condensed Consolidated Statements of Operations, For
the Three and Nine Months Ended September 30, 2006 and 2005 and
For the Period From Inception On May 6, 2003 Through September
30, 2006 3
Unaudited Condensed Consolidated Statements of Cash Flows, For
the Nine Months Ended September 30, 2006 and 2005 and For the
Period From Inception On May 6, 2003 Through September 30, 2006 4
Notes to the Unaudited Condensed Consolidated Financial Statements 5 - 10
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
2006 2005
------------ ------------
CURRENT ASSETS:
Cash $ - $ -
------------ ------------
Total Current Assets - -
PROPERTY AND EQUIPMENT, net 1,666 2,217
OTHER ASSETS:
Definite-life intangible assets 33,331 32,102
Goodwill 290,317 290,317
------------ ------------
TOTAL ASSETS $ 325,314 $ 324,636
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank overdraft $ 289 $ 441
Accounts payable 211,788 161,665
Shareholder loans 446,499 343,301
------------ ------------
Total Current Liabilities 658,576 505,407
LONG-TERM LIABILITIES:
Related party accrued interest 30,000 7,562
Related party note payable 600,000 600,000
------------ ------------
Total Liabilities 1,288,576 1,112,969
------------ ------------
STOCKHOLDERS' EQUITY:
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 2,514,338 (225,609)
Deficit accumulated during the development
stage (3,494,889) (577,822)
------------ ------------
Total Stockholders' Equity (963,262) (788,333)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 325,314 $ 324,636
============ ============
2
See accompanying notes.
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Period
From Inception
For the Three Months For the Nine Months On May 6, 2003
Ended September 30, Ended September 30, Through
------------------------ ------------------------ September 30,
2006 2005 2006 2005 2006
------------ ---------- ------------ ---------- ------------
REVENUE $ - $ - $ - $ - $ -
OPERATING EXPENSES:
General and
administrative 56,845 8,657 298,168 38,668 505,651
Research and
development 39,639 4,803 1,576,092 66,085 1,903,786
------------ ---------- ------------ ---------- -----------
Total Operating
Expenses 96,484 13,460 1,874,260 104,753 2,409,437
------------ ---------- ------------ ---------- -----------
LOSS BEFORE OTHER
INCOME (EXPENSE) (96,484) (13,460) (1,874,260) (104,753) (2,409,437)
OTHER INCOME
(EXPENSES):
Interest income - - - - 23
Related party
interest
expense (14,249) (6,469) (1,042,807) (16,754) (1,085,475)
------------ ---------- ------------ ---------- -----------
Total Other
Income
(Expense) (14,249) (6,469) (1,042,807) (16,754) (1,085,452)
------------ ---------- ------------ ---------- -----------
LOSS BEFORE INCOME
TAX EXPENSE (110,733) (19,929) (2,917,067) (121,507) (3,494,889)
CURRENT INCOME
TAX EXPENSE - - - - -
DEFERRED INCOME
TAX EXPENSE - - - - -
------------ ---------- ------------ ---------- -----------
NET LOSS $ (110,733) $ (19,929) $ (2,917,067) $ (121,507)$(3,494,889)
============ ========== ============ ========== ===========
NET LOSS PER
COMMON SHARE $ (0.01) $ (0.00) $ (0.17) $ (0.00)$ (0.07)
============ ========== ============ ========== ===========
3
See accompanying notes.
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period
From Inception
For the Nine Months On May 6, 2003
Ended September 30, Through
------------------------ September 30,
2006 2005 2006
------------ ---------- ------------
Cash Flows from Operating Activities:
Net loss $ (2,917,067) $ (121,507) $ (3,494,889)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 551 488 2,009
Imputed interest expense 7,271 16,754 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 1,135,637 - 1,135,637
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 50,123 (19,156) 211,788
Increase in related party accrued
interest 35,536 - 43,098
------------ ---------- ------------
Net Cash Used by Operating Activities (91,404) (123,421) (462,572)
------------ ---------- ------------
Cash Flows from Investing Activities:
Payments for property and equipment - - (3,675)
Payments for definite-life intangible
assets (1,229) (4,801) (33,331)
Payments for goodwill - - (269,006)
------------ ---------- ------------
Net Cash Used by Investing Activities (1,229) (4,801) (306,012)
------------ ---------- ------------
Cash Flows from Financing Activities:
Payments of deferred financing costs - (5,000) -
Increase (decrease) in bank overdraft (152) (1,023) 289
Proceeds from shareholder loans 90,100 135,800 435,400
Payments on shareholder loans - - (2,000)
Capital contribution 2,685 - 2,685
Proceeds from issuance of common stock - - 293,700
Proceeds from sale of warrants - - 38,510
------------ ---------- ------------
Net Cash Provided by Financing
Activities 92,633 129,777 768,584
------------ ---------- ------------
Net Increase (Decrease) in Cash - 1,555 -
Cash at Beginning of Period - - -
------------ ---------- ------------
Cash at End of Period $ - $ 1,555 $ -
============ ========== ============
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 nine months ended September 30, 2006:
None
For the nine months ended September 30, 2005:
In September 2005, the Company repurchased and cancelled 55,125,000
shares of common stock for cash of $1, which was paid by a shareholder,
and a $600,000 note payable.
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
September 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
September 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 September 30,
Useful Lives 2006
------------ ------------
Office equipment 5 years $ 433
Website 5 years 3,242
------------
3,675
Less accumulated depreciation (2,009)
------------
Net Property and Equipment $ 1,666
------------
Depreciation expense for the nine months ended September 30, 2006 and 2005 was
$551 and $488, 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 and July 2006, a shareholder of the Company contributed cash totaling
$2,685.
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.
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 September 30, 2006,
116,667 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 September 30, 2006,
35,000 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
warrants unvested at that time.
During the nine months ended September 30, 2006 and 2005, respectively, share-
based payments resulted in expenses of $1,135,637 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 September 30, 2006 and changes during the
nine 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
September 30, 2006 28,280,000 $ 1.07 1.75 $ 6,298,600
========== ========= =========== ===========
Exercisable at
September 30, 2006 28,186,667 $ 1.07 1.75 $ 6,257,533
========== ========= =========== ===========
The weighted-average grant-date fair value of warrants granted during the nine
months ended September 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 September 30, 2006 and
changes during the nine 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 (221,667) 0.30
Forfeited - -
---------- ---------------------
Not Vested at September 30, 2006 93,333 $ 0.40
========== =====================
As of September 30, 2006, there was $78,357 of total unrecognized expense
related to non-vested share-based payments. That cost is expected to be
recognized over a weighted-average period of 0.2 years. The total fair value
of warrants vested during the nine months ended September 30, 2006 and 2005
was $151,492.
NOTE 4 - INCOME TAXES
The Company's deferred tax assets, deferred tax liabilities, and valuation
allowance are as follows:
September 30,
2006
------------
Deferred tax assets:
Organization costs $ 46
Research and development equipment 1,466
Net operating loss carryforwards 153,227
------------
Total deferred tax assets $ 154,739
Deferred tax liabilities:
Patent application costs $ 6,416
Depreciation 232
------------
Total deferred tax liabilities $ 6,648
Total deferred tax assets $ 154,739
Total deferred tax liabilities (6,648)
Valuation allowance (148,091)
------------
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 September 30, 2006, the Company has net operating loss carryforwards of
approximately $796,000 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 $148,091 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
From Inception
For the Nine Months On May 6, 2003
Ended September 30, Through
------------------------ September 30,
2006 2005 2006
------------ ---------- ------------
Income (loss) before income taxes $ (2,917,067) $ (121,507) $ (3,494,889)
Expected combined federal and state
income tax rate 20.0% 20.0% 20.0%
------------ ---------- ------------
Expected income tax expense
(benefit) at statutory rates (583,413) (24,301) (698,978)
Federal benefit of state taxes 21,878 911 26,212
Tax effect of:
Compensation paid with warrants 16,745 - 16,745
Consulting paid with common stock 113,507 - 113,507
Consulting paid with warrants 201,865 - 201,865
Interest paid with common stock 192,500 - 192,500
Meals and entertainment 20 - 58
Change in valuation allowance 36,898 23,390 148,091
------------ ---------- ------------
Net income tax expense (benefit) $ - $ - $ -
------------ ---------- ------------
NOTE 5 - RELATED PARTY TRANSACTIONS
Shareholder Loans - During the nine months ended September 30, 2006 and 2005,
respectively, shareholders of the Company loaned $90,100 and $135,800 to the
Company. Previous to April 2006, 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 September 30, 2006, the Company owes a total of $446,499 to the
shareholders. During the nine months ended September 30, 2006 and 2005,
respectively, the Company accrued or imputed interest expense totaling $20,369
and $16,754.
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 nine months ended September 30, 2006 and 2005,
respectively, interest expense on the note payable amounted to $22,438 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 September
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
From Inception
For the Three Months For the Nine Months On May 6, 2003
Ended September 30, Ended September 30, Through
------------------------ ------------------------ September 30,
2006 2005 2006 2005 2006
------------ ---------- ------------ ---------- ------------
Net loss available
to common
shareholders
(numerator) $ (110,733) $ (19,929) $ (2,917,067) $ (121,507) $ (3,494,889)
------------ ---------- ------------ ---------- ------------
Weighted average
number of common
shares outstanding
(denominator) 17,289,037 70,223,034 16,695,586 70,223,034 52,005,535
------------ ---------- ------------ ---------- ------------
At September 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
September 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 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 September 30, 2006, the
Company has made payments of $15,000 on this agreement and has accrued a
liability of $30,000 for past-due payments.
In February 2006, the Company signed a research agreement that required
payment of $3,000 per month for six months. In May 2006, the Company
terminated this agreement. Through September 30, 2006, the Company made
payments of $12,000 on this agreement.
In February 2006, the Company signed a research agreement that required
payment of $2,080 per month for six months. In May 2006, the Company
terminated this agreement. Through September 30, 2006, the Company made
payments of $8,320 on this agreement.
NOTE 9 SUBSEQUENT EVENTS
Common Stock Issuance - In October 2006, the Company issued 80,000 shares of
common stock for services.
Class B Warrant Issuance In October 2006, the Company granted 25,000 Class B
warrants for services.
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.
---------------------
Clinical Trial d-OSABibs. During the third fiscal quarter of 2006, we
performed multiple administrative tasks in preparation for our first 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 refined details
associated with independent data management for trial data. Many of these
operations are ongoing. The Company will need to find a partner or execute a
new round of financing to subsidize this clinical trial.
Equipment Development. During the third 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. The Company will need to find a
partner or execute a new round of financing to commercialize this equipment.
Grants, Partnering and Financing. During the third 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 combinations thereof. These operations are also
ongoing and require execution for the Company to meet overall goals of product
and corporate development.
Corporate Development - Board of Directors. After the quarter ended, the
Company expanded its Board of Directors adding Steve Keyser as Chairman of the
Board and Linda C. Sharkus, Ph.D. as a member.
Mr. Keyser joins the Company bringing 24 years of experience in private
equities research and asset management. Mr. Keyser's research and analysis
experience spans multiple industries, including biotech and healthcare. Mr.
Keyser founded LipidViro Tech in 2003 and now joins the Company as Chairman of
the Board of Directors.
Dr. Sharkus, is President of Acquis Associates, Inc., an executive search
firm that specializes in the Chemical and Allied Industries; she also serves
as a management consultant for emerging companies providing editorial
advertising through Global Media Fund, independent equity research and
assistance in identifying sources of financing. Dr. Sharkus specialized in
her over 20 years professional experience in the biotechnology, chemical and
polymer industries allowing her to advise clients with in-depth understanding
of business management, with particular strength in technology. Prior to her
work in recruitment, she was a scientist at Rohm and Haas in
Biocides/Industrial Chemicals and impact modifiers for PVC in their Plastics
Division. She has a B.S. Degree in Chemistry from Boston College and a Ph.D.
in Organic Chemistry from University of California, Davis. She is a member
of the Society of Human Resources Management and the American Chemical
Society.
Corporate Development - Scientific Advisory Board. During the third
fiscal quarter of 2006, the Company created the Company's Scientific Advisory
Board with an initial five members:
Byron Murray, Ph.D., Professor, Dept. of Microbiology & Molecular Biology,
Brigham Young University, Provo, UT.
David S. Ucker, Ph.D., Professor, Department of Microbiology and Immunology,
University of Illinois, Chicago, IL.
Marilyn Rymer, M.D., Professor of Medicine, Saint Luke's Hospital, Kansas
City, MO.
Myron Ginsberg, M.D., Peritz Scheinberg Endowed Chair in Neurology, University
of Miami School of Medicine.
Tonmoy Sharma, MSc, MRCPsych, Ph.D., Chief Scientific Consultant, The
Cognition Group.
Members of the Scientific Advisory Board ("SAB") are compensated with twenty-
five thousand (25,000) shares of Rule 144 common stock of the Company and ten
thousand (10,000) Class B Warrants payable over the course of their one year
term. Subsequent to the third fiscal quarter, SAB Members were issued ten
thousand (10,000) shares of common stock under Rule 144, and five thousand
(5,000) Class B Warrants.
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 nine months ended September 30, 2006, and 2005, respectively,
shareholders of the Company loaned $90,100 and $135,800 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.
During the nine months ended September 30, 2006, share-based payments
resulted in expenses of $1,135,637.
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.
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None; not applicable.
Item 5. Other Information.
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In October 2006, the Company issued 80,000 shares of common stock for
services.
Also in October 2006, the Company granted 25,000 Class B warrants for
services.
Subsequent to the end of the quarter, we appointed Steve Keyser as
Chairman of the Board of Directors and Dr. Linda C. Sharkus to the Board of
Directors. See Item 6.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits.
31 302 Certification of Kenneth P. Hamik
32 906 Certification
8-K Current Report dated October 16, 2006, regarding the addition of Steve
Keyser as Chairman of the Board and Dr. Linda C. Sharkus to the Board of
Directors, filed October 25, 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: 11/14/2006 By/s/Kenneth P. Hamik
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Kenneth P. Hamik
President, CFO and Director