U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to __________________
Commission File No. - 000-49655
LIPIDVIRO TECH, INC.
(Name of Small Business Issuer in its Charter)
Nevada | 87-0678927 |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
|
1338 S. Foothill Drive. #126
Salt Lake City, Utah 84108
(Address of Principal Executive Offices)
Issuer’s Telephone Number: (801) 583-9900
Securities registered under Section 12(b) of the Act: None
Name of Each Exchange on Which Registered: None
Securities registered under Section 12(g) of the Act:
$0.001 par value common stock
Title of Class
Check whether the Issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the Issuer (1) filed all reports required to be filed by Section 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
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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State Issuer’s revenues for its most recent fiscal year: December 31, 2007 - $0.
State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was sold, or the average bid and asked price of such common stock, as of a specified date within the past 60 days.
March 17, 2008 - $6,663.53. There are approximately 6,663,525 shares of common voting stock of the Issuer held by non-affiliates. Because there has been no “established public market” for the Issuer’s common stock during the past five years, the Issuer has arbitrarily valued these shares at par value of $0.001 per share.
Issuers Involved in Bankruptcy Proceedings During the Past Five Years
None; not applicable.
Check whether the Issuer has 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 [ ]
Not applicable.
Applicable Only to Corporate Issuers
State the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date:
March 17, 2008: Common – 17,964,830
March 17, 2008: Class A Warrants – 8,074,185
March 17, 2008: Class B Warrants - 8,786,400
Documents Incorporated by Reference
A description of “Documents Incorporated by Reference” is contained in Part III, Item 13 of this Annual Report.
Transitional Small Business Issuer Format Yes [ ] No [X]
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TABLE OF CONTENTS
Item 1. Description of Business
Item 2. Description of Property
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Management’s Discussion and Analysis or Plan of Operation
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 24
Item 8(A)T. Controls and Procedures.
Disclosure Controls and Procedures
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 14. Principal Accounting Fees and Services
PART I
Item 1. Description of Business
Business Development
For a discussion of the business development of Lipidviro Tech, Inc., (“our Company” or “we,” “our,” “us” or words of similar import) for the years ended December 31, 2006, 2005, 2004, and 2003, see our 10-KSB Annual Reports for the years then ended, filed April 17, 2007, April 21, 2006, April 14, 2005, and April 14, 2004, respectively, with the Securities and Exchange Commission, and which are incorporated herein by this reference. See Part III, Item 13.
Business Developments for the year ended December 31, 2007.
Clinical Trial d-OSABibs
During 2007, we continued to perform multiple administrative organizational 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 development on the treatment protocol for the clinical trial. Our 2007 objectives for this clinical trial included finding a partner or executing a $2-5,000,000 round of financing which is required to commence this clinical trial.
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Grants, Partnering and Financing
During 2007, we continued to explore multiple financing opportunities. These included equity, debt, strategic partnering, grants and any combination thereof. During fiscal 2007, we were unable to secure partnering, grants or financing to meet our business objectives and conduct any substantial research or product development.
Business
Overview.
LipidViro Tech, Inc. (OTCBB: LPVT) is an early-stage biotechnology company. During the calendar year ended December 31, 2007, we were engaged in research and commercial development of two primary platforms: d-OSAB Therapy, a treatment targeting cardiovascular disease and stroke; and PathPure, a purification process for production of pathogen-free biologics.
LipidViro d-OSAB Therapy is a new, re-engineered doseable form of a traditional therapy known as OSAB-uc for uncontrolled dosing. The traditional OSAB-uc cannot be commercialized due to poor, immeasurable dosing, but has generated a lengthy, multi-year safety profile demonstrating safety and non-toxicity in over five million treatments delivered to more than 350,000 patients.
During 2007, we were unable to obtain the funding necessary to proceed with our plan of operation. Accordingly, on January 3, 2008, which is subsequent to the period covered by this Report, we entered into an Option Agreement with AcquiSci, Inc., a New Jersey corporation (“AcquiSci”), and our wholly-owned subsidiary, LipidViro Tech, Inc., a Utah corporation (“LipidViro Utah”), by which LipidViro granted to AcquiSci an option to purchase the technology that constitutes substantially all of our assets (the “Technology”). AcquiSci has exercised its option and the parties have executed a Purchase Agreement providing for AcquiSci’s purchase of the Technology. Closing will be subject to the approval of the Company’s majority stockholders and compliance with Regulation 14A or 14C of the Securities and Exchange Commission. Copies of the Option Agreement and the Purchase Agreement were attached as exhibits to our Current Report on Form 8-K, dated January 3, 2008, which was filed with the Securities and Exchange Commission on January 25, 2008. See the Exhibit Index, Part III, Item 13 of this Report.
Principal Products or Services and their Markets
During the calendar year ended December 31, 2007, we were focused on the development of therapeutics and biological products that utilize our proprietary d-OSAB platform, processes and equipment. Our Company currently has no approved, saleable products or services, and accordingly, is considered to be a biotechnology company in the development stage. Upon the completion of our Purchase Agreement with AcquiSci, we will not have any principal products or services.
Distribution Methods of the Products or Services
None; not applicable.
Status of any Publicly Announced New Product or Service
None; not applicable.
Competitive Business Conditions and the Small Business Issuer’s Competitive Position in the Industry and Methods of Competition
Following the completion of the Technology disposition, we will no longer be engaged in the highly competitive biotechnology industry.
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Sources and Availability of Raw Materials and Names of Principal Suppliers
None; not applicable.
Dependence on One or a Few Major Customers
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration
We have filed for patent protection in the U.S. and abroad seeking protection of various aspects of our d-OSAB platform technology, including equipment, devices, processes, potential products and compounds. To date, we have not been issued or denied patent protection on our patent applications. The ultimate degree of patent protection that will be afforded to biotechnology products and processes, including ours, in the U.S. and in other important markets remains uncertain and is dependent upon the scope of protection decided upon by the patent offices, courts and lawmakers in these countries.
Upon the completion of the Purchase Agreement, AcquiSci will acquire all of our intellectual property as it relates to the Technology. There is no certainty that our existing patent applications or others we may apply for, if issued, will afford the Company, AcquiSci or their successors substantial protection or commercial benefit. Similarly, there is no assurance that our pending patent applications or any potential patent applications licensed from third parties will ultimately be granted as patents or that those patents that have been issued or are issued in the future will prevail if they are challenged in court. There has been, and we expect that there may continue to be, significant litigation in the industry regarding patents and other intellectual property rights. Intellectual property litigation could therefore create business uncertainty and consume substantial financial and human resources.
There is considerable uncertainty within the biotechnology industry about the validity, scope and enforceability of many issued patents in the U.S. and elsewhere in the world, and, to date, there is no consistent policy regarding the breadth of claims allowed in biotechnology patents.
Need for any Governmental Approval of Principal Products or Services
Drugs, devices and biologic products must satisfy rigorous standards of safety and effectiveness before they can be approved or, in the case of some medical devices, “cleared” for commercial marketing by the U.S. Food and Drug Administration, or the FDA. However, following the closing of the Purchase Agreement and the sale of the Technology, we will no longer be subject to this regulatory regime.
Effect of Existing or Probable Governmental Regulations on the Business
We are also subject to the Sarbanes-Oxley Act of 2002. This Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require our Company to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.
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We are also required to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. The Securities and Exchange Commission has recently phased out the use of Regulation SB, which was formerly available to “small business issuers” such as the Company. The Company is now deemed to be a “smaller reporting company.” Beginning with its next annual report, it will be subject to the disclosure requirements of Regulation S-K of the Commission, and will file its annual and quarterly reports on Forms 10-K and 10-Q, respectively.
Research and Development Costs During the Last Two Fiscal Years
We spent $262,864 in research and development during the period from January 1, 2007, through December 31, 2007, and $1,706,671 during the year ended December 31, 2006, through LipidViro Utah, our predecessor and wholly-owned subsidiary.
Cost and Effects of Compliance with Environmental Laws
None; not applicable.
Number of Total Employees and Number of Full Time Employees
During calendar year 2008, we expect to continue to utilize unpaid consultants whenever possible to maintain low overhead expenses. In the event there are no unpaid consultants available to assist us, we are able to manage all of our operational aspects without the assistance of any such unpaid consultants.
As of December 31, 2007, no board member or officer had received any cash compensation from our Company. Once our Company is better capitalized, we plan on creating a compensation plan with benefits, intended to assist in attracting and retaining qualified officers and personnel. We believe the success of our business will depend, in significant part, on our ability to attract and retain such personnel.
Reports to Security Holders
You may read and copy any materials that we file with the Securities and Exchange Commission at the Securities and Exchange Commissions’ Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports that we have filed electronically with the Securities and Exchange Commission at their Internet site www.sec.gov.
Item 2. Description of Property
We own no real estate and do not lease office space for management and administrative functions. All administrative functions are conducted from home-based offices located in the homes of our officers and employees. We have not had a need to rent office space and have no anticipated need to lease office space for administrative and managerial functions. We expect to continue the practice of conducting all administrative and managerial functions from the home-based offices of our officers and employees during calendar year 2008. There is no expense to us for these home based offices other than incidental office supplies. At some point, we may require additional office space requiring rental expense, but we do not anticipate any such need during calendar year 2008.
Item 3. Legal Proceedings
In February 2007, Friedrich and Dimmock, Inc., a vendor, obtained a $16,166 default judgment against the Company for an unpaid invoice. The judgment provides for interest at an annual rate of 6.36%. At December 31, 2007, the Company owed $16,785 on the judgment and the amount has been included in accounts payable.
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Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of our security holders during the calendar year covered by this Annual Report or during the three previous calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market Information
There is no “established trading market” for our shares of common stock. We are listed on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the “NASD”) under the symbol “LPVT”; however, management does not expect any established trading market to develop unless and until we have material operations. In any event, no assurance can be given that any market for our common stock will develop or be maintained. If a public market ever develops in the future, the sale of “unregistered” and “restricted” shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission by members of management or others may have a substantial adverse impact on any such market. All of these persons have satisfied the six-month holding period requirement of Rule 144. See “Sales of Unregistered Securities During the Past Three Years,” of this Annual Report.
Set forth below are the high and low closing bid prices for our common stock for each quarter of 2007 and 2006. These bid prices were obtained from Pink Sheets, LLC, formerly known as the “National Quotation Bureau, LLC,” All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. Quotations for our common stock only commenced at the end of the fourth quarter of 2002.
Period | High | Low |
January 1, 2006 through March 31, 2006 | $1.06 | $0.80 |
April 1, 2006 through June 30, 2006 | $2.01 | $1.05 |
July 1, 2006 through September 30, 2006 | $1.95 | $0.35 |
October 1, 2006 through December 31, 2006 | $1.15 | $0.35 |
January 1, 2007 through March 31, 2007 | $1.04 | $0.36 |
April 1, 2007 through June 30, 2007 | $1.05 | $0.25 |
July 1, 2007 through September 30, 2007 | $0.25 | $0.03 |
October 1, 2007 through December 31, 2007 | $0.14 | $0.01 |
All quotes have been adjusted for the 7 for 1 forward split on April 17, 2006.
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Holders
The number of record holders of our common stock as of the date of this Annual Report is approximately 1,644, not including an indeterminate number who may hold shares in “street name.”
Dividends
We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.
Securities Authorized for Issuance under Equity Compensation Plans
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) |
| (a) | (b) | (c) |
Equity compensation plans approved by security holders |
|
|
|
Equity compensation plans not approved by security holders | 10,500,000 | $0.01 | 10,500,000 |
Total | 10,500,000 | $0.01 | 10,500,000 |
In March, 2003, our Board of Directors approved and adopted the “2003 Stock Option/Stock Issuance Plan” with a maximum of 10,500,000 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 3,500,000 common shares to be granted at a purchase price of $0.01 per share, but to date our Company has not granted any options to its 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. Our Board of Directors also sets the exercise price for options granted. The option terms are not to exceed 10 years from the option grant date. At December 31, 2007, total awards available to be granted from the Plan amounted to 10,500,000.
Recent Sales of Unregistered Securities
During the calendar year ended December 31, 2007, we issued the following unregistered securities:
Name | Date | Number of Shares | Consideration |
|
|
|
|
Acquis Associates | 2/19/07 | 25,000 | Services |
PMG Capital LLC | 2/14/07 | 250,000 | Public Relations Services |
Sharkus | 5/8/07 | 46,650 | Services and Interest on Loan |
Allen & Caron | 4/30/07 | 1,208 | Services |
Allen & Caron | 5/31/07 | 612 | Services |
Allen & Caron | 6/30/07 | 1,245 | Services |
Benedente Holdings | 4/10/07 | 100,000 | Debt Services |
Linda Sharkus | 4/10/07 | 33,000 | Debt Services |
Linda Sharkus | 9/14/07 | 84,590 | Additional consideration on a loan |
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We issued all of these securities to persons who were either “accredited investors,” or “sophisticated investors” who, by reason of education, business acumen, experience or other factors, were fully capable of evaluating the risks and merits of an investment in our Company; and each had prior access to all material information about us. We believe that the offer and sale of these securities were exempt from the registration requirements of the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission and from various similar state exemptions.
Use of Proceeds of Registered Securities
There were no proceeds received during the calendar year ended December 31, 2007, for the sale of registered securities.
Purchases of Equity Securities by Us and Affiliated Purchasers
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs |
Month #1 October 1, 2007 through October 31, 2007 | None | None | None | None |
Month #2 November 1, 2007 through November 30, 2007 | None | None | None | None |
Month #3 December 1, 2007 through December 31, 2007 | None | None | None | None |
Total | None | None | None | None |
Item 6. Management’s Discussion and Analysis or Plan of Operation
Plan of Operation
Overview.
The following is a description of our plan of operation as of December 31, 2007, the end of the period covered by this Annual Report. As discussed under the subheading “Disposition of Technology,” below, during the first quarter of 2008, we entered into an agreement to sell our biotechnology. If this transaction is completed, we will no longer be engaged in the biotechnology industry.
LipidViro Tech, Inc. (OTCBB: LPVT) is a development-stage biotechnology company. During the calendar year ended December 31, 2007, we were engaged in research and commercial development of d-OSAB, a device-based multi-therapeutic platform.
d-OSAB Therapy is a new, re-engineered doseable form of a traditional therapy known as OSAB-uc for uncontrolled dosing. Used for more than 20 years, OSAB-uc cannot be commercialized due to immeasurable
9
dosing, but has generated a lengthy, multi-year safety profile demonstrating safety and non-toxicity in over 5 million treatments delivered to more than 350,000 patients.
The d-OSAB technology and intellectual property are developed and exclusively owned by LipidViro. The Company’s first disease targets are Ischemic Brain Stroke and Chronic Heart Failure; two diseases with few viable treatment options and markets exceeding $20 billion annually (U.S. & EU only).
LIPIDVIRO d-OSAB THERAPY.
During calendar 2007, we continued commercial development of d-OSAB Therapy. LipidViro d-OSAB is designed to generate multiple therapeutics from a single platform. This model leverages one-time design costs across multiple products, shortening subsequent product development cycles.
d-OSAB Therapy uses a small volume of the patient’s blood which is removed and oxidatively stressed by the d-OSAB device, inducing apoptosis in leucocytes. The treated blood is returned to the patient intravenously, where the patient’s body recognizes the apoptotic cells and responds in two specific ways:
·
Halting production of chemicals that cause inflammation; and
·
Producing chemicals which reduce inflammation.
The net result is a powerful fast-acting anti-inflammatory therapy which appears to specifically target areas of inflammation. Potential therapeutic applications include diseases where acute and chronic inflammation play significant roles.
LipidViro d-OSABibs TherapyTargeting Ischemic Brain Stroke.
Stroke Statistics. Stroke is the second leading cause of death worldwide and is the leading cause of disability in the U.S., affecting more than four million people. Annually, stroke strikes more than 700,000 persons in the U.S, and 1,000,000 persons in the EU.
According to the American Heart Association (“AHA”) 2005 statistics, 7.6 percent of stroke patients die within 30 days; and 25% die within one year. More than 50% of surviving patients suffer permanent disabilities which require long-term care.
Ischemic Brain Stroke - Background. While inflammation is a natural response to acute injury, the consequences during stroke are often deadly. Brain stroke is caused by a blocked blood vessel that deprives surrounding tissue of blood and oxygen. The reduced blood supply, known as ischemia, is responsible for the name Ischemic Brain Stroke.
Lack of adequate blood supply causes brain cells to elicit an acute inflammatory response. Inflammation aggravates conditions by further reducing blood flow and enlarging the area of brain tissue which is oxygen-starved, leading to irreversible brain damage and death.
Pre-Clinical and Clinical Studies
In an unpublished study of 50 brain stroke patients treated with OSAB-uc, patients experienced rapid recovery from paralysis, cognitive deficit and slurred speech; observed recovery generally occurred within 15-30 minutes of treatment. While the mechanism responsible for improvement is not completely clear, research suggests OSAB triggers the following cascade of events:
Rapid reduction of brain inflammation, which improves blood flow to oxygen-starved brain tissue, resulting in Rapid recovery from paralysis, cognitive deficit and slurred speech.
Published studies report OSAB-uc causes an anti-inflammatory and vasodilatory response sufficient to dramatically improve blood flow to ischemic tissue. Peer-reviewed clinical studies report success treating ischemic
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tissue with OSAB-uc. Multiple investigators over four decades report safety and non-toxicity using OSAB-uc in humans, including a review of five million+ treatments to over 350,000 patients.
Market Size
d-OSABibs Therapy. Total U.S. and EU market for LipidViro d-OSABibs Ischemic Stroke Therapy is based on revenue from 16 treatments including $500/treatment for Therapy, $400/treatment for disposables.
Ischemic Brain Stroke - Approved Drugs
Tissue Plasminogen Activator (tPA). tPA is a ‘clot-busting’ (thrombolytic) drug manufactured by Genentech, approved by the FDA for treatment of stroke in 1995. The drug works by dissolving the blood clot. Patients are only eligible for tPA during a three hour window from time of stroke; use after three hours causes bleeding in the brain (hemorrhage) which may prove fatal; tPA patients experience significantly higher mortality rates with 1 in 15 experiencing brain hemorrhage
LipidViro d-OSABchf Therapy
Targeting Chronic Heart Failure (CHF)
CHF Background & Statistics. In North America, Chronic Heart Failure (“CHF”) affects more than five million people and is associated with more than 300,000 deaths each year according to the AHA . The cost of medical care, primarily resulting from repeat hospitalization, is estimated to exceed $27 billion annually. Chronic inflammation is recognized as an underlying pathology contributing to the development and progression of Chronic Heart Failure.
CHF is a debilitating condition in which the heart’s ability to function as a pump is impaired. CHF is most frequently the result of coronary artery disease or hypertension. Patients with CHF experience a continual decline in their health, resulting in increased frequency of hospitalization and premature death.
Clinical Studies
Using a substantially similar “apoptotic” therapy, during 2006 LipidViro’s competitor Vasogen released new results from its landmark Phase III CHF study including:
·
72% of treated patients with no prior history of heart attack experienced a statistically significant reduction in risk of death or cardiovascular hospitalization; and
·
39% reduction in risk of death or first cardiovascular hospitalization in treated Class II heart failure patients.
These data support that apoptotic therapies may offer the best treatment option for a disease market that exceeds $28 billion annually (U.S. and EU). Comparison with Vasogen’s apoptotic therapy illustrates key competitive advantages offered only by LipidViro. We strongly believe LipidViro’s d-OSAB is the leading apoptotic therapy which places us in a unique position to rapidly enter and lead this market.
Market Size
d-OSABchf Therapy. Total U.S. and EU market for LipidViro d-OSABchf Chronic Heart Failure Therapy, based on revenue from 16 treatments at $500/treatment for Therapy, $400/treatment for disposables.
LipidViro Proprietary Protection
LipidViro is the exclusive owner and developer of proprietary d-OSAB technology which produces d-OSAB Therapy. To protect this technology, LipidViro developed a multi-layer strategy covering both d-OSAB technology and products developed from the d-OSAB technology platform. The strategy consists of four separate and distinct layers of protection including:
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1st layer Our proprietary d-OSAB technology that produces and delivers a precise, measured dose of oxidative stressor to blood;
2nd layer Our proprietary disposable Contact Device, a component of the d-OSAB technology, which provides consistent, balanced stressing of the blood sample;
3rd layer Regulatory approval which will specifically require the use of our: (1) proprietary d-OSAB technology; (2) proprietary Contact Device and, (3) proprietary methods; and
4th layer Patent protection covering treatment of specific diseases with our: (1) d-OSAB technology; (2) disposable Contact Device; and, (3) proprietary methods.
2007 Research & Product Development.
Overview.
Our product development research program is designed to evaluate our proprietary technologies. We have utilized the results of our pre-clinical research studies to identify potential products. Each potential product was ranked for development priority based on our assessment of the product’s prospects for commercial success. During calendar 2007 we focused our efforts on research and commercial development of our d-OSAB platform which targets therapeutics for treatment of cardiovascular disease and stroke.
Clinical Trial Treating Ischemic Brain Stroke
During calendar 2007, our research efforts focused on commencing a clinical trial treating patients who suffered an acute Ischemic Brain Stroke. Research efforts included equipment development for use in this trial, clinical trial site selection, clinical trial design and duration, independent trial overview and clinical trial review and approval by hospital Ethics Committees. Although we made progress advancing preparation for this clinical trial, our research efforts and ability to commence this clinical trial during 2007 were substantially limited by our lack of research funding.
Intellectual Property.
During 2007, we filed for patent protection covering the d-OSAB technology platform, PathPure platform and for proprietary applications utilized by these platforms.
Disposition of the Technology.
Due to our lack of funding to further our business plan, on January 3, 2008, which is subsequent to the period covered by this Report, we entered into an Option Agreement by which we granted to AcquiSci the option to purchase the Technology that constitutes substantially all of our material assets. AcquiSci has exercised its option and we expect that the closing of the sale of the Technology will take place in the second quarter of 2008. Following the completion of the Technology sale, we will no longer be engaged in the biotechnology industry.
Off-Balance Sheet Arrangements
We had no off balance sheet arrangements for the year ended December 31, 2007.
Forward-looking Statements
Statements made in this Form 10-KSB which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of our Company, including, without limitation: (i)our ability to develop products and technologies acceptable to industry; establish and maintain relationships with licensees and other users of our technology and products; and raise capital; (ii) statements preceded by, followed by or that include the words “may”,
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“would”, “could”, “should”, “expects”, “projects”, “anticipates”, “believes”, “estimates”, “plans”, “intends”, “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in our Company’s reports on file with the Securities and Exchange Commission: general economic or industry conditions, nationally and/or in the communities in which our Company conducts business; legislation or regulatory requirements; conditions of the securities markets; the development of products that may be superior to the products developed by our Company; competition; changes in the quality or composition of our Company’s products; our ability to develop new products; our ability to raise capital; changes in accounting principals, policies or guidelines; financial or political instability; acts of war or terrorism; and other economic, competitive, governmental, regulatory and technical factors affecting our Company’s operations, products, services and prices.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. Our Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Item 7. Financial Statements.
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LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
DECEMBER 31, 2007 CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheet, December 31, 2007 F-3
Consolidated Statements of Operations, For the Years Ended December 31, 2007 and 2006 and
For the Period From Inception On May 6, 2003 Through December 31, 2007 F-4
Consolidated Statement of Stockholders’ Equity, For the Period From Inception On May 6, 2003
Through December 31, 2007 F-5 - F-12
Consolidated Statements of Cash Flows, For the Years Ended December 31, 2007 and 2006 and
For the Period From Inception On May 6, 2003 Through December 31, 2007 F-13 - F-14
Notes to the Consolidated Financial Statements F-15 - F-26
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
LipidViro Tech, Inc. and Subsidiary
Salt Lake City, Utah
We have audited the accompanying consolidated balance sheet of LipidViro Tech, Inc. and Subsidiary [a development stage company] as of December 31, 2007, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2007 and 2006 and for the period from inception on May 6, 2003 through December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LipidViro Tech, Inc. and Subsidiary as of December 31, 2007, and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 and for the period from inception on May 6, 2003 through December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that LipidViro Tech, Inc. and Subsidiary will continue as a going concern. As discussed in Note 2 to the financial statements, LipidViro Tech, Inc. and Subsidiary has incurred losses since its inception and has not yet established profitable operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/Pritchett, Siler & Hardy
PRITCHETT, SILER & HARDY, P.C.
March 27, 2008
Salt Lake City, Utah
F-2
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS | December 31, 2007 |
CURRENT ASSETS: |
|
Cash | $ 46 |
Total Current Assets | 46 |
PROPERTY AND EQUIPMENT, net | 747 |
|
|
OTHER ASSETS: |
|
Definite-life intangible assets | 34,637 |
Goodwill | 290,317 |
TOTAL ASSETS | $ 325,747 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
CURRENT LIABILITIES: |
|
Accounts Payable | $ 275,364 |
Related party loans | 686,124 |
Total Current Liabilities | 961,488 |
|
|
LONG-TERM LIABILITIES: |
|
Related party accrued interest | 67,562 |
Related party note payable | 600,000 |
Total Liabilities | 1,629,050 |
|
|
STOCKHOLDERS’ EQUITY (DEFICIT): |
|
Common stock, $0.001 par value, 150,000,000 shares authorized, 18,274,525 shares issued and outstanding | 18,275 |
Capital in excess of par value | 3,770,672 |
Deficit accumulated during the development stage | (5,092,250) |
Total Stockholders' Equity (Deficit) | (1,303,303) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 325,747 |
The accompanying notes are an integral part of these financial statements.
F-3
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year Ended December 31, |
| For the Period From Inception On May 6, 2003 through December 31, | |||
|
| 2007 |
| 2006 |
| 2007 |
REVENUE | $ | - | $ | - | $ | - |
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
Consulting |
| 411,707 |
| 151,954 |
| 563,661 |
Employee compensation |
| 161,242 |
| 147,806 |
| 309,161 |
Other general and administrative |
| 114,970 |
| 80,923 |
| 403,263 |
Research and development |
| 262,864 |
| 1,706,671 |
| 2,297,229 |
Total Operating Expenses |
| 950,783 |
| 2,087,354 |
| 3,573,314 |
OPERATING LOSS |
| (950,783) |
| (2,087,354) |
| (3,573,314) |
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
Interest income |
| - |
| - |
| 23 |
Foreign currency transaction loss |
| (123) |
| (54) |
| (177) |
Related party interest expense |
| (274,518) |
| (1,201,596) |
| (1,518,782) |
Total other Income (Expense) |
| (274,641) |
| (1,201,650) |
| (1,518,936) |
LOSS BEFORE INCOME TAX PROVISION |
| (1,225,424) |
| (3,289,004) |
| (5,092,250) |
PROVISION FOR INCOME TAXES |
| - |
| - |
| - |
NET INCOME (LOSS) | $ | (1,225,424) | $ | (3,289,004) | $ | (5,092,250) |
BASIC AND DILUTED LOSS PER SHARE | $ | (0.07) | $ | (0.19) |
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING |
| 17,929,642 |
| 16,870,047 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-4
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
BALANCE, May 6, 2003 | - | $ | - | $ | - | $ | - | $ | - | $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 175,000 shares of common stock for payment of organization costs of $750, or approximately $0.0043 per share, May 2003 | 175,000 |
| 175 |
| 575 |
| - |
| - |
| 750 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 13,405,000 units, each consisting of one share of common stock, one Class A warrant and one Class B warrant, for cash of $95,960, or approximately $0.0072 per unit, May 2003 | 13,405,000 |
| 13,405 |
| 82,555 |
| - |
| - |
| 95,960 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 55,125,000 shares of common stock for cash of $236,250, or approximately $0.0043 per share, June 2003 | 55,125,000 |
| 55,125 |
| 181,125 |
| - |
| - |
| 236,250 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 26,250 shares of common stock for services valued at $113, or approximately $0.0043 per share, June 2003 | 26,250 |
| 26 |
| 87 |
| - |
| - |
| 113 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution | - |
| - |
| 1,083 |
| - |
| - |
| 1,083 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended December 31, 2003 | - |
| - |
| - |
| (146,798) |
| - |
| (146,798) |
BALANCE, December 31, 2003 | 68,731,250 |
| 68,731 |
| 265,425 |
| (146,798) |
| - |
| 187,358 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 1,491,784 shares of common stock to purchase minority interest valued at $21,311, or approximately $0.0143 per share, January 2004 | 1,491,784 |
| 1,492 |
| 19,819 |
| - |
| - |
| 21,311 |
(Continued)
F-5
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
Capital contribution | - |
| - |
| 10,368 |
| - |
| - |
| 10,368 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2004 | - |
| - |
| - |
| (258,831) |
| - |
| (258,831) |
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2004 | 70,223,034 |
| 70,223 |
| 295,612 |
| (405,629) |
| - |
| (39,794) |
|
|
|
|
|
|
|
|
|
|
|
|
Repurchased and cancelled 55,125,000 shares of common stock for cash of $1 and a $600,000 note payable, or approximately $0.0109 per share, September 2005 | (55,125,000) |
| (55,125) |
| (544,876) |
| - |
| - |
| (600,001) |
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution | - |
| - |
| 23,655 |
| - |
| - |
| 23,655 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2005 | - |
| - |
| - |
| (172,193) |
| - |
| (172,193) |
BALANCE, December 31, 2005 | 15,098,034 |
| 15,098 |
| (225,609) |
| (577,822) |
| - |
| (788,333) |
|
|
|
|
|
|
|
|
|
|
|
|
Grant of 105,000 Class A warrants for services valued at $22,930, or approximately $0.2184per warrant, with 70,000 warrants subject to vesting through June 2006, January 2006 | - |
| - |
| 7,643 |
| - |
| - |
| 7,643 |
|
|
|
|
|
|
|
|
|
|
|
|
Grant of 910,000 Class A warrants for services valued at $198,627, or approximately $0.2183 per warrant, with 350,000 warrants subject to vesting through January 2008, February 2006 | - |
| - |
| 122,232 |
| - |
| - |
| 122,232 |
(Continued)
F-6
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
Grant of 560,000 Class B warrants for services valued at $43,008, or $0.0768 per warrant, February 2006 | - |
| - |
| 43,008 |
| - |
| - |
| 43,008 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 2,166,003 shares of common stock for services valued at $547,145 and debt extension valued at $1,000,000, or approximately $0.7143 per share, February, March, and April 2006 | 2,166,003 |
| 2,166 |
| 1,544,979 |
| - |
| - |
| 1,547,145 |
|
|
|
|
|
|
|
|
|
|
|
|
Extension of exercise period for 1,015,000 Class A warrants, which were previously granted for services, valued at $713,661, or approximately $0.7031 per warrant, with 320,833 and 35,000 warrants subject to vesting through January 2008 and June 2006, respectively, April 2006 | - |
| - |
| 463,470 |
| - |
| - |
| 463,470 |
|
|
|
|
|
|
|
|
|
|
|
|
Extension of exercise period for 560,000 Class B warrants, which were previously granted for services, valued at $347,792, or approximately $0.6211 per warrant, April 2006 | - |
| - |
| 347,792 |
| - |
| - |
| 347,792 |
|
|
|
|
|
|
|
|
|
|
|
|
Grant of 70,000 Class A warrants for services valued at $49,218, or approximately $0.7031 per warrant, subject to vesting through December 2006, April 2006 | - |
| - |
| - |
| - |
| - |
| - |
(Continued)
F-7
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||||||
Issuance of 50,000 shares of common stock for services valued at $52,500, or $1.05 per share, subject to vesting through August 2008, May 2006 | 50,000 |
| 50 |
| (50) |
| - |
| - |
| - | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Grant of 20,000 Class B warrants for services valued at $13,714, or $0.6857 per warrant, subject to vesting through August 2008, May 2006 | - |
| - |
| - |
| - |
| - |
| - | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Issuance of 25,000 shares of common stock for services valued at $42,500, or $1.70 per share, June 2006 | 25,000 |
| 25 |
| 42,475 |
| - |
| - |
| 42,500 | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Issuance of 50,000 shares of common stock for services valued at $99,500, or $1.99 per share, subject to vesting through June 2008, June 2006 | 50,000 |
| 50 |
| (50) |
| - |
| - |
| - | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Grant of 20,000 Class B warrants for services valued at $27,976, or $1.3988 per warrant, subject to vesting through June 2008, June 2006 | - |
| - |
| - |
| - |
| - |
| - | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Issuance of 50,000 shares of common stock for services valued at $62,500, or $1.25 per share, subject to vesting through June 2008, July 2006 | 50,000 |
| 50 |
| (50) |
| - |
| - |
| - | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Continued)
F-8
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
Grant of 20,000 Class B warrants for services valued at $15,616, or $0.7808 per warrant, subject to vesting through June 2008, July 2006 | - |
| - |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 100,000 shares of common stock for services valued at $120,000, or $1.20 per share, with 50,000 and 50,000 shares subject to vesting through June 2008 and July 2008, respectively, August 2006 | 100,000 |
| 100 |
| (100) |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Grant of 40,000 Class B warrants for services valued at $29,918, or $0.74795 per warrant, with 20,000 and 20,000 warrants subject to vesting through June 2008 and July 2008, respectively, August 2006 | - |
| - |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 50,000 shares of common stock for services valued at $22,400 and debt extension valued at $33,600, or $1.12 per share, October and November 2006 | 50,000 |
| 50 |
| 55,950 |
| - |
| - |
| 56,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 80,000 shares of common stock with an initial fair value of $89,600, or $1.12 per share, to be repurchased for $9,500 cash, November 2006 | 80,000 |
| 80 |
| 89,520 |
| - |
| (9,500) |
| 80,100 |
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
F-9
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
Issuance of 61,005 shares of common stock for debt financing valued at $30,502, or $0.50 per share, November 2006 | 61,005 |
| 61 |
| 30,441 |
| - |
| - |
| 30,502 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 2,178 shares of common stock for services valued at $2,309, or $1.06 per share, December 2006 | 2,178 |
| 2 |
| 2,307 |
| - |
| - |
| 2,309 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributions | - |
| - |
| 17,278 |
| - |
| - |
| 17,278 |
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments vested during the year ended December 31, 2006 | - |
| - |
| 313,202 |
| - |
| - |
| 313,202 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2006 | - |
| - |
| - |
| (3,289,004) |
| - |
| (3,289,004) |
BALANCE, December 31, 2006 | 17,732,220 | 17,732 | 2,854,438 | (3,866,826) | (9,500) | (1,004,156) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 26,307 shares of common stock for services valued at $27,886, or $1.06 per share January 2007 | 26,307 |
| 26 |
| 27,860 |
| - |
| - |
| 27,886 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 250,000 shares of common stock for services valued at $280,000 or $1.12 per share, February 2007 | 250,000 |
| 250 |
| 279,750 |
| - |
| - |
| 280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
F-10
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
Issuance of 1,764 shares of common stock for services valued at $1,499, or $0.85 per share, February 2007 | 1,764 |
| 2 |
| 1,497 |
| - |
| - |
| 1,499 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 43,579 shares of common stock for debt financing valued at $44,308 and services valued at $1,450 or $1.05 per share, March 2007 | 43,579 |
| 44 |
| 45,714 |
| - |
| - |
| 45,758 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 133,000 shares of common stock for debt financing valued at $144,970, or $1.09 per share, April 2007 | 133,000 |
| 133 |
| 144,837 |
| - |
| - |
| 144,970 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 1,820 shares of common stock for services valued at $1,826, or approximately $1.00 per share, April and May 2007 | 1,820 |
| 2 |
| 1,824 |
| - |
| - |
| 1,826 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 1,245 shares of common stock for services valued at $498, or $0.40 per share, June 2007 | 1,245 |
| 1 |
| 497 |
| - |
| - |
| 498 |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 84,590 shares of common stock for debt financing valued at $12,688, or $0.15 per share, July 2007 | 84,590 |
| 85 |
| 12,604 |
| - |
| - |
| 12,689 |
|
|
|
|
|
|
|
|
|
|
|
|
F-11
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003 THROUGH DECEMBER 31, 2007
(CONTINUED)
| Common Stock Shares Amount | Capital in Excess of Par Value | Deficit Accumulated During the Development Stage | Obligation to Repurchase Common Stock | Total Stockholders’ Equity (Deficit) | ||||||
Capital contributions | - |
| - |
| 29,546 |
| - |
| - |
| 29,546 |
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments vested during the year ended December 31, 2007 | - |
| - |
| 372,105 |
| - |
| - |
| 372,105 |
|
|
|
|
|
|
|
|
|
|
|
|
Termination of obligation to repurchase stock related to unsuccessful financing transaction | - |
| - |
| - |
| - |
| 9,500 |
| 9,500 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended December 31, 2007 | - |
| - |
| - |
| (1,225,424) |
| - |
| (1,225,424) |
BALANCE, December 31, 2007 | 18,274,525 | $ | 18,275 | $ | 3,770,672 | $ | (5,092,250) | $ | - | $ | (1,303,303) |
The accompanying notes are an integral part of these financial statements.
F-12
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, |
| For the Period From Inception On May 6, 2003 through December 31, | |||
|
| 2007 |
| 2006 |
| 2007 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net income (loss) | $ | (1,225,424) | $ | (3,289,004) | $ | (5,092,250) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: |
|
|
|
|
|
|
Depreciation |
| 735 |
| 735 |
| 2,928 |
Expense costs related to unsuccessful financing transaction |
| 31,900 |
| - |
| 31,900 |
Imputed interest expense |
| - |
| 7,271 |
| 42,377 |
Noncash expenses paid by a shareholder |
| - |
| 6,900 |
| 6,900 |
Noncash expenses paid by issuance of common stock |
| 201,967 |
| 1,144,202 |
| 1,346,919 |
Noncash services paid by issuance of common stock |
| 480,409 |
| 668,704 |
| 1,149,226 |
Noncash services paid by grant of warrants |
| 204,855 |
| 1,220,597 |
| 1,425,452 |
Net (increase) decrease in operating assets: |
|
|
|
|
|
|
Retainer |
| 10,000 |
| (10,000) |
| - |
Net increase (decrease) in operating liabilities: |
|
|
|
|
|
|
Accounts payable |
| 26,018 |
| 86,676 |
| 274,359 |
Related party loans - interest |
| 42,551 |
| 20,123 |
| 62,674 |
Related party accrued interest |
| 30,000 |
| 30,000 |
| 67,562 |
Net Cash (Used) by Operating Activities |
| (196,989) |
| (113,796) |
| (681,953) |
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: Payments for property and equipment |
| - |
| - |
| (3,675) |
Payments for definite-life intangible assets |
| (300) |
| (1,230) |
| (33,632) |
Payments for goodwill |
| - |
| - |
| (269,006) |
Net Cash (Used) by Investing Activities |
| (300) |
| (1,230) |
| (306,313) |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
Net change in bank overdraft |
| - |
| (441) |
| - |
Proceeds from related party loans |
| 173,753 |
| 113,096 |
| 632,149 |
Payments on related party loans |
| (6,200) |
| (500) |
| (8,700) |
Proceeds from capital contributions |
| 29,546 |
| 3,107 |
| 32,653 |
Proceeds from common stock issuances |
| - |
| - |
| 293,700 |
Proceeds from sale of warrants |
| - |
| - |
| 38,510 |
(Continued)
F-13
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
| For the Year Ended December 31, |
| For the Period From Inception On May 6, 2003 through December 31, | |||
|
| 2007 |
| 2006 |
| 2007 |
Net Cash Provided by Financing Activities |
| 197,099 |
| 115,262 |
| 988,312 |
NET INCREASE (DECREASE) IN CASH |
| (190) |
| 236 |
| 46 |
CASH AT BEGINNING OF PERIOD |
| 236 |
| - |
| - |
CASH AT END OF PERIOD | $ | 46 | $ | 236 | $ | 46 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: |
|
|
|
|
|
|
Interest | $ | - | $ | - | $ | - |
Income Taxes | $ | - | $ | - | $ | - |
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
Change in obligation to repurchase stock related to unsuccessful financing transaction | $ | (9,500) | $ | 9,500 | $ | - |
Definite-life intangible asset fees accrued in accounts payable | $ | - | $ | 1,005 | $ | 1,005 |
Deferred financing costs paid through issuance of common stock | $ | - | $ | 31,900 | $ | 31,900 |
Common stock repurchased through issuance of $600,000 note payable and $1 paid by a shareholder | $ | - | $ | - | $ | 600,001 |
Common stock issued to purchase minority interest | $ | - | $ | - | $ | 21,311 |
The accompanying notes are an integral part of these financial statements.
F-14
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE 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 with 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 former shareholders of Parent for 35,000,000 shares of Parent’s common stock wherein Parent became a 95.9% owned subsidiary of Subsidiary (See Note 4). On January 14, 2004, Parent issued 68,731,250 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 that has been accounted for as a downstream merger (See Note 3). 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") researches and plans to market substances and methods for treating viral and bacterial infections as well as other possible medical 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 not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Consolidation - The consolidated financial statements include the accounts of Parent and Parent’s wholly-owned Subsidiary. All intercompany transactions have been eliminated in consolidation.
Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Fair Value of Financial Instruments – The carrying values of related party loans and related party note payable with accrued interest approximate fair value based on the underlying instruments having terms that approximate those available in the current market. No financial instruments are held for trading purposes.
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-15
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment – The Company records property and equipment at cost and uses straight-line depreciation methods. Maintenance, repairs, and expenditures for renewals and betterments not determined to extend the useful lives or to materially increase the productivity of the assets are expensed as incurred. Other renewals and betterments are capitalized.
Intangible Assets - In accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," the Company reviews their intangible assets for impairment at least annually. Using standard valuation techniques, the Company determined that there was no impairment of their intangible assets during the years ended December 31, 2007 and 2006.
Deferred Financing Costs – In conjunction with a planned private placement offering, the Company incurred $31,900 in costs of preparing documents for the planned offering. The Company had planned to defer the costs and offset them against the proceeds of the planned offering. In December 207, the Company abandoned their planned offering and expensed the costs.
Advertising – The Company expenses advertising costs as incurred. Advertising expense was $0 and $6,900 for the years ended December 31, 2007 and 2006, respectively.
Research and Development – The Company expenses research and development costs as incurred.
Minority Interests - From June 24, 2003 through January 14, 2004, Subsidiary owned 95.9% of Parent. The net loss of Parent during that period applicable to the non-controlling minority interests was not allocated to them as there was no obligation for them to share in such losses. On January 14, 2004, Subsidiary acquired the minority interest in a downstream merger (See Note 3).
Restatement - The financial statements have been restated for all periods presented to reflect the recapitalization of Subsidiary (See Note 3) and to reflect a 1-for-100 reverse stock split that Parent effected on October 4, 2001, a 4-for-1 forward stock split that Parent effected on December 31, 2001, and a 7-for-1 forward stock split that Parent effected on April 18, 2006.
NOTE 2 - 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 December 31, 2007, 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.
F-16
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - 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 68,731,250 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 13,405,000 Class A warrants and 13,405,000 Class B warrants to replace similar warrants of Subsidiary. Parent also cancelled 35,000,000 shares of its common stock that had previously been owned by Subsidiary.
NOTE 4 - 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 former shareholders of Parent for 35,000,000 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.
NOTE 5 - RELATED PARTY TRANSACTIONS
Related Party Loans - During the years ended December 31, 2007 and 2006, respectively, shareholders or entities related to them loaned $173,753 and $113,096 to the Company, and the Company repaid loans totaling $6,200 and $500. Before April 2006, the loans bore no interest and were due on demand; however, the Company imputed interest at 8% per annum with an offsetting capital contribution. In April 2006, the Company issued 1,400,000 shares of common stock valued at $1,000,000, or approximately $0.7143 per share, to extend the loans then outstanding. The loans now bear interest at 6% per annum and $496,409 of the loans are due when funds are available. The other $189,715 of the loans were due October 1, 2007, were in default as of December 31, 2007, and are expected to be paid subsequently through the disposition of the Company’s research (See Note 15). In November 2006, the Company issued 61,005 shares of common stock valued at $30,502, or $0.50 per share, to entice an additional shareholder to make loans to the Company. In March 2007, the Company issued 42,198 shares of common stock valued at $44,308, or $1.05 per share, to entice additional shareholder loans. In April 2007, the Company issued a total of 133,000 shares of common stock valued at $144,970, or $1.09 per share, to entice additional shareholder loans. In July 2007, the Company issued 84,590 shares of common stock valued at $12,689, or $0.15 per share, to entice additional shareholder loans. At December 31, 2007, the Company owes a total of $686,124 to the related parties. During the years ended December 31, 2007 and 2006, the Company accrued or imputed interest expense on related party loans totaling $42,551 and $27,394, respectively.
F-17
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
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 years ended December 31, 2007 and 2006, interest expense on the note payable amounted to $30,000 and $30,000, respectively.
Stock Repurchase – 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, or approximately $0.0109 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, based on the market value of the stock at that time. In June, July, and November 2006, a shareholder of the Company contributed cash totaling $3,107. During the year ended December 31, 2007, a shareholder of the Company contributed cash and made payments on behalf of the Company totaling $15,895. In December 2007, a shareholder made payments on behalf of the Company totaling $13,651.
Consulting Agreement – In January 2007, the Company signed a consulting agreement with a shareholder of the Company to assist with recruiting a new chief executive officer. The Company agreed to pay the shareholder’s related expenses and to pay a fee of 25% of the first-year compensation paid to the new chief executive officer. The fee is expected to be approximately $50,000 and the first half of this fee was paid in January 2007 through the issuance of 25,000 shares of common stock valued at $26,500, or $1.06 per share.
Management Compensation - The Company has paid no cash compensation to any officer of the Company. However, in May 2003, the Company issued 175,000 shares of common stock to an officer of the Company as payment of organization costs of $750, or approximately $0.0043 per share. In June 2003, the Company issued 26,250 shares of common stock to an officer of the Company for services rendered valued at $113, or approximately $0.0043 per share. In February 2006, the Company granted 350,000 Class A warrants to an officer of the Company for services valued at $76,395, or approximately $0.2183 per warrant. The warrants vest as services are rendered through January 2008. At December 31, 2007, 335,417 of the warrants had vested.
NOTE 6 - PROPERTY AND EQUIPMENT
| Estimated Useful Lives | December 31, 2007 |
Office Equipment | 5 years | $ 433 |
Website | 5 years | $ 3,242 |
|
| 3,675 |
Less accumulated depreciation |
| (2,928) |
Net Property and Equipment |
| $ 747 |
Depreciation expense for the years ended December 31, 2007 and 2006 was $735 and $735, respectively.
F-18
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - DEFINITE-LIFE INTANGIBLE ASSETS
| Estimated Useful Lives | December 31, 2007 |
Pending Patent Applications | N/A | $ 34,637 |
|
| 34,637 |
Less accumulated amortization |
| - |
Net Definite-Life Intangible Assets |
| $ 34,637 |
The Company’s definite-life intangible assets consist only of pending patent applications. Once a patent has been granted, the Company will amortize the related costs over the estimated useful life of the patent. If a patent application is denied, then the costs will be expensed at that time.
NOTE 8 - GOODWILL
| For the Year Ended December 31, |
| For the Period From Inception On May 6, 2003 through December 31, | |||
|
| 2007 |
| 2006 |
| 2007 |
Goodwill at beginning of period | $ | 290,317 | $ | 290,317 | $ | - |
Goodwill from the acquisition of 95.9% of Parent |
| - |
| - |
| 269,006 |
Goodwill from the acquisition of the minority interests in Parent |
| - |
| - |
| 21,311 |
Goodwill at end of period | $ | 290,317 | $ | 290,317 | $ | 290,317 |
NOTE 9 – OBLIGATION TO REPURCHASE COMMON STOCK
In November 2006, the Company issued 80,000 shares of common stock with an initial fair value of $89,600, or $1.12 per share, to a law firm that was helping the Company prepare documents for a planned private placement offering. The Company agreed to repurchase these shares for $9,500 cash using the proceeds from that planned offering. On the date of issuance, the Company recorded interest expense for the $80,100 difference between the initial fair value of the stock and the repurchase price. In December 2007, the Company abandoned their planned offering and the Company no longer has an obligation to repurchase the 80,000 shares of common stock.
NOTE 10 - COMMON STOCK, OPTIONS, AND WARRANTS
Stock Splits – On April 18, 2006, Parent effected a 7-for-1 forward stock split. 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.
Common Stock – In June 2007, the Company issued 1,245 shares of common stock to consultants for services valued at $498, or $0.40 per share.
F-19
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - COMMON STOCK, OPTIONS, AND WARRANTS (Continued)
In April and May 2007, the Company issued a total of 1,820 shares of common stock to consultants for services valued at $1,826, or approximately $1.00 per share.
In March 2007, the Company issued 1,381 shares of common stock to consultants for services valued at $1,450, or $1.05 per share.
In February 2007, the Company issued 1,764 shares of common stock to consultants for services valued at $1,499, or $0.85 per share.
In February 2007, the Company issued 250,000 shares of common stock to consultants for services valued at $280,000, or $1.12 per share.
In January 2007, the Company issued 1,307 shares of common stock to consultants for services valued at $1,386, or $1.06 per share.
In December 2006, the Company issued 2,178 shares of common stock to consultants for services valued at $2,309, or $1.06 per share.
In October and November 2006, the Company issued 50,000 shares of common stock to professionals for services valued at $22,400 and debt extension valued at $33,600, or $1.12 per share.
In August 2006, the Company issued 100,000 shares of common stock to consultants for services valued at $120,000, or $1.20 per share. The shares vest with 50,000 and 50,000 shares vesting as services are rendered through June 2008 and July 2008, respectively. At December 31, 2006, 22,917 of the shares had vested.
In July 2006, the Company issued 50,000 shares of common stock to a consultant for services valued at $62,500, or $1.25 per share. The shares vest as services are rendered through June 2008. At December 31, 2006, 12,500 of the shares had vested.
In June 2006, the Company issued 50,000 shares of common stock to a consultant for services valued at $99,500, or $1.99 per share. The shares vest as services are rendered through June 2008. At December 31, 2006, 12,500 of the shares had vested.
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.
In May 2006, the Company issued 50,000 shares of common stock to a consultant for services valued at $52,500, or $1.05 per share. The shares vest as services are rendered through August 2008. At December 31, 2006, 8,333 of the shares had vested.
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 June 2003, the Company issued 55,125,000 shares of common stock for cash of $236,250, or approximately $0.0043 per share.
F-20
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - COMMON STOCK, OPTIONS, AND WARRANTS (Continued)
In May 2003, the Company issued 13,405,000 units. Each unit consisted of one share of common stock, one fully-vested Class A warrant, and one fully-vested Class B warrant. The units were issued for cash of $95,960, or approximately $0.0072 per unit.
Extended Warrant Exercise Period – In April 2006, the Company extended the exercise period for Class A and Class B warrants from June 30, 2006 to June 30, 2008. The extension of the exercise period on warrants, which were previously granted for services, resulted in additional expenses totaling $1,061,453, of which $250,191 was associated with warrants unvested at that time.
Class A Warrants – Class A warrants are exercisable through June 30, 2008 at $0.71 per share of common stock.
In April 2006, the Company granted 70,000 Class A warrants to a consultant for services valued at $49,218, or approximately $0.7031 per warrant. The warrants vested as services were rendered through December 31, 2006. At December 31, 2007, all of the warrants had vested.
In February 2006, the Company granted 560,000 Class A warrants to a consultant for services valued at $122,232, or approximately $0.2183 per warrant. The warrants vested immediately.
In January 2006, the Company granted 105,000 Class A warrants to a consultant for services valued at $22,930, or approximately $0.2184 per warrant. The warrants vest with 35,000 warrants vesting immediately and 70,000 warrants vesting as services were rendered through June 2006. At December 31, 2007, all of the warrants had vested.
Class B Warrants – Class B warrants are exercisable through June 30, 2008 at $1.43 per share of common stock.
In August 2006, the Company granted 40,000 Class B warrants to consultants for services valued at $29,918, or $0.74795 per warrant. The warrants vest with 20,000 and 20,000 warrants vesting as services are rendered through June 2008 and July 2008, respectively. At December 31, 2007, 29,167 of the warrants had vested.
In July 2006, the Company granted 20,000 Class B warrants to a consultant for services valued at $15,616, or $0.7808 per warrant. The warrants vest as services are rendered through June 2008. At December 31, 2007, 15,000 of the warrants had vested.
In June 2006, the Company granted 20,000 Class B warrants to a consultant for services valued at $27,976, or $1.3988 per warrant. The warrants vest as services are rendered through June 2008. At December 31, 2007, 15,000 of the warrants had vested.
In May 2006, the Company granted 20,000 Class B warrants to a consultant for services valued at $13,714, or $0.6857 per warrant. The warrants vest as services are rendered through August 2008. At December 31, 2007, 13,333 of the warrants had vested.
F-21
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - COMMON STOCK, OPTIONS, AND WARRANTS (Continued)
In February 2006, the Company granted 560,000 Class B warrants to a consultant for services valued at $43,008, or $0.0768 per warrant. The warrants vested immediately.
Share-Based Payment Disclosures - During the years ended December 31, 2007 and 2006, share-based payments resulted in expenses of $887,231 and $3,033,503, respectively.
During the year ended December 31, 2006, the Company estimated the fair value of each warrant 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 4.4-5.3%, 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, no dividends are expected and 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 December 31, 2007 and changes during the year then ended is presented below:
Warrants | Shares | Weighted-Average Exercise Price | Weigthed-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value |
Outstanding at December 31, 2006 | 28,555,000 | $ 1.06 |
|
|
Granted | - | - |
|
|
Exercised | - | - |
|
|
Forfeited | - | - |
|
|
Expired | - | - |
|
|
Outstanding at December 31, 2007 | 28,555,000 | $ 1.06 | .50 | $ - |
Exercisable at December 31, 2007 | 28,512,917 | $ 1.06 | .50 | $ - |
A summary of the status of the non-vested shares as of December 31, 2007 and changes during the year then ended is presented below:
Non-vested Shares | Shares | Weighted-Average Grant-Date Fair Value |
Non-vested at December 31, 2006 | 193,750 | $1.33 |
Granted | - | - |
Vested | (125,000) | 1.34 |
Forfeited | - | - |
Non-vested at December 31, 2007 | 68,750 | $1.32 |
|
|
|
F-22
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - COMMON STOCK, OPTIONS, AND WARRANTS (Continued)
As of December 31, 2007, there was $127,509 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 shares vested during the year ended December 31, 2007 was $167,250.
Stock Option Plan - In March 2003, the Board of Directors of Parent approved and adopted the "2003 Stock Option/Stock Issuance Plan" ("the Plan"), terminating December 31, 2009, with a maximum of 10,500,000 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 further authorized options to purchase 3,500,000 common shares to be granted at a purchase price of $0.01 per share. 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 December 31, 2007, the Company had not granted any awards from the Plan and total awards available to be granted from the Plan amounted to 10,500,000 shares.
NOTE 11 – FOREIGN CURRENCY TRANSACTIONS
The Company has two patent applications filed with the European Patent Office and was required to pay renewal fees totaling 800 Euros in October 2006. In November 2006, the Company was assessed additional fees totaling 80 Euros. At December 31, 2007, these fees have not been paid and are included in accounts payable at $1,285 based on the currency conversion ratio on that date of $1.4603:1 Euro. During the years ended December 31, 2007 and 2006, the Company recorded foreign currency transaction losses of $123 and $54, respectively, due to changes in the exchange rates.
NOTE 12 - INCOME TAXES
The income tax provision consists of the following components:
| For the Year Ended December 31, |
| For the Period From Inception On May 6, 2003 through December 31, | |||
|
| 2007 |
| 2006 |
| 2007 |
Current income tax expense (benefit) | $ | - | $ | - | $ | - |
Deferred income tax expense (benefit) | $ | - | $ | - | $ | - |
Net income tax expense (benefit) charged to operations | $ | - | $ | - | $ | - |
F-23
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - INCOME TAXES (Continued)
At December 31, 2007, the Company has net operating loss carryovers of approximately $1,201,500 available to offset future taxable income and expiring beginning in 2023 through 2027. The Company has experienced losses since inception and has not yet generated any revenues; therefore, the Company has established a valuation allowance to offset the net deferred tax assets. Due to a subsequent change in control of the Company (See Note 15), the ultimate amount and availability of any net operating loss carryovers may be subject to limitations.
The Company’s deferred tax assets, deferred tax liabilities, and valuation allowance are as follows:
| December 31, 2007 | |
Deferred tax assets: |
|
|
Organization costs | $ | 10 |
Research and development equipment |
| 928 |
Share-based payments |
| 754,742 |
Net operating loss carryovers |
| 231,288 |
Total deferred tax assets | $ | 986,968 |
Deferred tax liabilities: |
|
|
Patent application costs | $ | 6,668 |
Depreciation |
| 124 |
Total deferred tax liabilities | $ | 6,792 |
Total deferred tax assets | $ | 986,968 |
Total deferred tax liabilities |
| (6,792) |
Valuation allowance |
| (980,176) |
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) |
| - |
| $ | - |
F-24
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - INCOME TAXES (Continued)
The income tax provision differs from the amounts that would be obtained by applying federal and state statutory income tax rates to loss before income tax provision as follows:
| For the Year Ended December 31, |
| For the Period From Inception On May 6, 2003 through December 31, | |||
|
| 2007 |
| 2006 |
| 2007 |
Loss before income tax provision | $ | (1,225,424) | $ | (3,289,004) | $ | (5,092,250) |
Expected combined federal and state income tax rate |
| 20.0% |
| 20.0% |
| 20.0% |
Expected income tax expense (benefit) at statutory rates |
| (245,085) |
| (657,801) |
| (1,018,450) |
Federal benefit of state taxes |
| 9,191 |
| 24,668 |
| 38,192 |
Tax effect of: |
|
|
|
|
|
|
Meals and entertainment |
| 22 |
| 22 |
| 82 |
Change in valuation allowance |
| 235,872 |
| 633,111 |
| 980,176 |
Net income tax expense (benefit) | $ | - | $ | - | $ | - |
NOTE 13 – DILUTED LOSS PER SHARE
At December 31, 2007, the Company had 14,490,000 Class A warrants and 14,065,000 Class B warrants outstanding that were not used in the computation of dilutive loss per share because their effect would be anit-dilutive. At December 31, 2006, the Company had 14,490,000 Class A warrants and 14,065,000 Class B warrants outstanding that were not used in the computation of dilutive loss per share because their effect would be anti-dilutive.
NOTE 14 – COMMITMENTS
In June 2007, the Company signed an agreement with a consultant to arrange financing for the Company. If successful, the Company will pay between 10% and 17% of the proceeds to the consultant. If the Company does not accept a financing transaction arranged by the consultant, then the Company may have to pay $5,000 per month for services under the agreement up to $60,000.
In February 2007, a vendor obtained a $16,166 default judgment against the Company for an unpaid invoice. The judgment provides for interest at an annual rate of 6.36%. At December 31, 2007, the Company owed $17,044 on the judgment and the amount has been included in accounts payable.
In February 2006, the Company signed a research agreement that requires payment of $5,000 per month for two years. Through December 31, 2007, the Company has made payments of $15,000 on this agreement and has accrued a liability of $95,000 for past-due payments.
F-25
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 – SUBSEQUENT EVENTS
On January 3, 2008, for consideration of $100 the Company granted a 60-day option to AcquiSci, Inc. (a New Jersey corporation) to purchase the Company’s research subject to the terms of a Purchase Agreement. The Purchase Agreement calls for AcquiSci, Inc., its shareholders, and their related entities to return all their Company stock and warrants (expected to be 911,793 shares of common stock, 570,000 Class A warrants, and 560,000 Class B warrants), release the Company from all existing debts owed to them (totaling $284,719 as of December 31, 2007), and pay $1 in exchange for all of the Company’s research including all the Company’s pending patent applications. In January 2008, AcquiSci, Inc. exercised its option but the Purchase Agreement has not yet closed.
In January 2008, Jenson Services, Inc. (a Utah corporation) acquired 13,066,734 shares of the Company’s outstanding common stock resulting in a change in control of the Company.
F-26
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None; Not applicable.
Item 8(A)T. Controls and Procedures.
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our President and Secretary 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 Secretary, 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 Secretary 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 or is reasonably likely to materially affect our internal control over financial reporting.
Changes in internal control over financial reporting
We had no changes in internal control over financial reporting during the period covered by this Report.
Management Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Under the supervision and with the participation of the Company’s President (principal executive officer and principal financial officer), management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making its assessment of the effectiveness of internal control over financial reporting, management used the criteria set forth in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on its evaluation, the Company’s President concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2007, the Company did not maintain effective controls over its accounting for related party loans, related party notes payable and consulting expenses. Specifically, the Company did not have effective controls designed and in place to ensure that related party loans and notes payable related to incurred consulting expenses were completely and accurately recorded in accordance with agreements entered into by management. This control deficiency resulted in material audit adjustment proposed by the auditors for the year ended December 31, 2007. Accordingly, management has determined that this control deficiency constitutes a material weakness. As a result of this material weakness, management has concluded that the Company did not maintain effective control over
24
financial reporting as of December 31, 2007 based on the criteria set forth in internal control—integrated framework issued by the COSO.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Item 8(B). Other Information.
On January 3, 2008, for consideration of $100 the Company granted a 60-day option to AcquiSci, Inc., a New Jersey corporation (“AcquiSci”), to purchase the Company’s Technology subject to the terms of a Purchase Agreement. The Purchase Agreement calls for AcquiSci, Inc., its shareholders, and their related entities to return all their Company stock and warrants (consisting of 911,793 shares of common stock, 570,000 Class A warrants, and 560,000 Class B warrants), release the Company from all existing debts owed to them (totaling $284,715 as of December 31, 2007), and pay $1 in exchange for all of the Company’s Technology, including all the Company’s pending patent applications. In January, 2008, AcquiSci, Inc. exercised its option but the Purchase Agreement has not yet closed. See Part III, Item 13, 8-K Current Report dated January 3, 2008 and filed with the Securities and Exchange Commission on January 25, 2008.
In January, 2008, the designees of Jenson Services, Inc., a Utah corporation, acquired 13,066,734 shares of the Company’s outstanding common stock resulting in a change in control of the Company. See Part III, Item 13, 8-K Current Report dated January 28, 2008 and filed with the Securities and Exchange Commission on January 30, 2008.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Identification of Directors and Executive Officers
The following table sets forth the names of all of our current directors and executive officers for the calendar year ended December 31, 2007, and to the date hereof. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.
Name | Positions Held | Date of Election or Designation | Date of Termination or Resignation |
Kenneth P. Hamik | President & | 06/24/2003 | * |
| Director | 06/24/2003 | * |
Kristy Hamik | COO & | 06/24/2003 | 1/19/2004 |
| Director | 06/24/2003 | 1/19/2004 |
Patrick A. Seymour | COO | 01/19/2004 | 4/5/2004 |
| Director | 01/19/2004 | 4/5/2004 |
Steven Keyser | Chairman of the Board | 10/16/2006 | * |
Linda Sharkus | Director | 10/23/2006 | 9/12/2007 |
* These persons presently serve in the capacities indicated.
Directors are elected by our stockholders to serve until the next annual meeting of our stockholders or until their successors have been elected and have been duly qualified. Officers are appointed to serve until the annual meeting of our Board of Directors following the next annual meeting of our stockholders and until their successors have been elected and have qualified.
25
Business Experience
Kenneth P. Hamik, President, CEO and a director. Mr. Hamik is 46 years of age. Kenneth P. Hamik has over 20 years of management and consulting experience across a wide range of markets: healthcare, media/entertainment, consumer products, Internet, education, financial services, telecommunications, energy, electronics/computers, air travel and auto manufacturing. He was featured in the January 2000 cover article of Consumer Reports on future product trends, in an MSN article on future career paths and recently headed a team to manage Charles Schwab electronic relationship management strategies. Before joining LipidViro, he served as Vice President of Marketing & Strategy at Triple Aught, Inc., a Berkeley, California based energy technology & engineering start-up company. Mr. Hamik completed his Masters of Science work at the University of Houston’s Studies of the Future program. He also has a B.S. Degree from the University of Nebraska.
Mr. Keyser joins us 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 Utah 2003 and now joins the Company as Chairman of the Board of Directors.
Significant Employees
We have no employees who are not executive officers, but who are expected to make a significant contribution to our business.
Family Relationships
There are no family relationships between our officers and directors.
Involvement in Certain Legal Proceedings
Except as stated above, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the Company:
(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
On June 12, 2006, Kenneth Hamik, our President filed a Form 3, Initial Statement of Ownership with the Securities and Exchange Commission.
On May 2, 2005, Benedente Holdings, LLC, which is controlled by Steven Keyser, one of our directors, filed a Schedule 13D. On October 16, 2006, an amendment to this Schedule 13D was filed to update the holdings of Benedente Holdings, LLC.
Code of Ethics
We adopted a Code of Ethics that was filed as Exhibit 14 to our Annual Report on Form 10-KSB for the
26
year ended December 31, 2004, and is incorporated herein by reference. See Item 13 of this report.
Nominating Committee
We have not established a Nominating Committee because we believe that our two member Board of Directors is able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee
We have not adopted an Audit Committee due to the fact that our Company is a development stage company and has generated no revenues from operations.
Item 10. Executive Compensation
The following table sets forth the aggregate compensation paid by us for services rendered during the periods indicated:
Summary Compensation Table
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation ($) (h) | All Other Compensation ($) (i) | Total Earnings ($) (j) |
Kenneth P. Hamik | 12/31/07 12/31/06 12/31/05 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 |
Steve Keyser | 12/31/07 12/31/06 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
Linda Sharkus | 12/31/07 12/31/06 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
27
Outstanding Equity Awards
Outstanding Equity Awards at Fiscal Year End
Option Awards Stock Awards
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Vested Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
None | None | 10,500,000 | None | $0.01 |
|
|
|
|
|
In March, 2003, the Board of Directors approved and adopted the “2003 Stock Option/Stock Issuance Plan” (“the Plan”) with a maximum of 10,500,000 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. Our Board of Directors has authorized options to purchase 3,500,000 common shares to be granted at a purchase price of $0.01 per share, but to date our Company has not granted any options to its employees, officers or directors. Under the Plan, Our Board of Directors shall determine which eligible persons are to receive Incentive Options, Non-Statutory grants or stock issuances. Our Board of Directors also sets the exercise price for options granted. The option terms are not to exceed 10 years from the option grant date. At December 31, 2007, total awards available to be granted from the Plan amounted to 10,500,000.
Compensation of Directors
Director Compensation
___________________________________________________________________
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
None | None | None | None | None | None | None | None |
Item 11. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
The following table sets forth the share holdings of those persons who beneficially own more than five percent of our common stock as of the date of December 31, 2007 and the date of this Annual Report:
28
Ownership of Principal Shareholders as of December 31, 2007
Title Of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class(1) |
Common Stock | Benedente Holdings, LLC (2) | 6,600,300 | 36.7% |
Common Stock | B'Chesed, LLC(3) | 1,887,850 | 10.5% |
Common Stock | Keith A. Keyser | 1,002,865 | 5.6% |
Common Stock | Sleepy Lion(4) | 2,275,000 | 12.7% |
Total |
| 11,766,015 | 65.5% |
(1) Based on 17,964,830 common shares, after the seven (7) for one (1) dividend.
(2) Benedente Holdings, LLC is a Wyoming Limited Liability Corporation. Steve Keyser is manager and majority shareholder of Benedente Holdings, LLC.
(3) B’Chesed, LLC is a Wyoming Limited Liability Corporation.
(4) SleepyLion, LLC is a Wyoming Limited Liability Corporation. Keith Keyser is manager and majority shareholder of SleepyLion, LLC.
Ownership of Principal Shareholders as of the date of this Annual Report
Title Of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class(1) |
Common Stock | Thomas J. Howells 4685 S. Highland Dr., Suite 202 Salt Lake City, UT 84117 | 7,336,000 | 40.8% |
Common Stock | Mark Sansom 4685 S. Highland Dr., Suite 207 Salt Lake City, UT 84117 | 1,400,000 | 7.8% |
Common Stock | Kelly Trimble 4685 S. Highland Dr., Suite 207 Salt Lake City, UT 84117 | 1,350,000 | 7.5% |
Common Stock | Travis T. Jenson 4685 S. Highland Dr., Suite 202 Salt Lake City, UT 84117 | 1,350,000 | 7.5% |
Total |
| 11,436,000 | 63.6% |
(1) Based on 17,964,830 outstanding common shares.
Security Ownership of Management
The following table sets forth the share holdings of the Company’s directors and executive officers as of March 11, 2008:
Ownership of Officers and Directors
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
Common Stock | Kenneth P. Hamik | 201,250 | 1.12% |
Common Stock | Steven Keyser | -0- | 0 |
29
Changes in Control
On January 28, 2008, Jenson Services, Inc., a Utah corporation (“Jenson Services”), executed an Option Agreement whereby it or its designees would acquire 13,066,734 shares (representing 72.7%) of our issued and outstanding common stock. These shares were purchased for the sum of $25,000 through the exercise of an option granted to Jenson Services on December 18, 2007, by Benedente Holdings, LLC, a Wyoming limited liability company; B’Chesed, LLC, a Wyoming limited liability company; Sleepy Lion, LLC, a Wyoming limited liability company; Steven Keyser; and Keith Keyser (collectively, the “Optionors”). The Optionors collectively owned all of the shares of common stock purchased by Jenson Services. The $25,000 purchase price for these shares came from Thomas J. Howells; Travis T. Jenson and Kelly Trimble, $8,333,33 each. This change of control was reported on Form 8-K Current Report dated January 28, 2008 and filed with the Securities and Exchange Commission on January 30, 2008, see Part III, Item 13 of this Report.
Securities Authorized for Issuance under Equity Compensation Plans
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) |
| (a) | (b) | (c) |
Equity compensation plans approved by security holders |
|
|
|
Equity compensation plans not approved by security holders | 10,500,000 | $0.01 | 10,500,000 |
Total | 10,500,000 | $0.01 | 10,500,000 |
In March, 2003, the Board of Directors approved and adopted the “2003 Stock Option/Stock Issuance Plan” (“the Plan”) with a maximum of 10,500,000 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. Our Board of Directors has authorized options to purchase 3,500,000 common shares to be granted at a purchase price of $0.01 per share, but to date our Company has not granted any options to its employees, officers or directors. Under the Plan, Our Board of Directors shall determine which eligible persons are to receive Incentive Options, Non-Statutory grants or stock issuances. Our Board of Directors also sets the exercise price for options granted. The option terms are not to exceed 10 years from the option grant date. At December 31, 2007, total awards available to be granted from the Plan amounted to 10,500,000.
Item 12. Certain Relationships and Related Transactions
Transactions with Related Persons
Except as indicated below, during the calendar year ended December 31, 2007, and since then, there were no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than five percent of our common stock, or any member of the immediate family of any of the foregoing persons, had a material interest.
During the years ended December 31, 2007 and 2006, respectively, shareholders or entities related to them loaned $173,753 and $113,096 to the Company, and the Company repaid loans totaling $6,200 and $500. Before April 2006, the loans bore no interest and were due on demand; however, the Company imputed interest at 8% per annum with an offsetting capital contribution. In April 2006, the Company issued 1,400,000 shares of common stock valued at $1,000,000, or approximately $0.7143 per share, to extend the loans then outstanding. The loans
30
now bear interest at 6% per annum and $496,409 of the loans are due when funds are available. The other $75,584 of the loans were due October 1, 2007, were in default as of December 31, 2007, and are expected to be paid subsequently through the disposition of the Company’s Technology. In November, 2006, the Company issued 61,005 shares of common stock valued at $30,502, or $0.50 per share, to entice an additional shareholder to make loans to the Company. In March, 2007, the Company issued 42,198 shares of common stock valued at $44,308, or $1.05 per share, to entice additional shareholder loans. In April, 2007, the Company issued a total of 133,000 shares of common stock valued at $144,970, or $1.09 per share, to entice additional shareholder loans. In July, 2007, the Company issued 84,590 shares of common stock valued at $12,689, or $0.15 per share, to entice additional shareholder loans. During the years ended December 31, 2007 and 2006, the Company accrued or imputed interest expense on related party loans totaling $42,551 and $27,394, respectively.
In January, 2007, the Company signed a consulting agreement with a shareholder of the Company to assist with recruiting a new chief executive officer. The Company agreed to pay the shareholder’s related expenses and to pay a fee of 25% of the first-year compensation paid to the new chief executive officer. The fee is expected to be approximately $50,000 and the first half of this fee was paid in January, 2007, through the issuance of 25,000 shares of common stock valued at $26,500, or $1.06 per share.
Parents of the Issuer
The Company does not have any parents.
Transactions with Promoters and control persons
Except as indicated under the heading “Transactions with Related Persons,” above, there were no material transactions, or series of similar transactions, during our Company’s last calendar year, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded $120,000 and in which any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.
Item 13. Exhibits
Exhibits
8-K Current Report dated April 18, 2005, filed May 5, 2005.*
8-K Current Report dated February 8, 2006, regarding a Press Release, filed February 9, 2006.*
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.*
8-K Current Report dated October 16, 2006, regarding expansion of our Board of Directors, filed October 25, 2006.*
8-K Current Report dated September 10, 2007, regarding Linda Sharkus' removal from the Board of Directors.*
8-K Current Report dated January 3, 2008, regarding AcquiSci purchase of our technology.*
8-K Current Report dated January 28, 2008, regarding a change in control.*
10-KSB Annual Reports for the years ended December 31, 2006, 2005, 2004 and 2004.*
31
Exhibit Number | Description |
3.1(i) | Original Articles of Incorporation of the Company filed with the State of California on October 25, 1954** |
3.1(ii) | Certificate of Amendment to original Articles of Incorporation filed with and accepted by the California Secretary of State on August 9, 2001 (eliminating all distinctions between Class A and Class B shares and creating but one class of common stock, increasing the authorized number of shares issuable to 50,000,000, and reducing the par value per common capital share from 10 cents to one mill or $0.001 per share)** |
3.1(iii) | Articles of Incorporation of the Company’s wholly owned Nevada subsidiary filed with the Nevada Secretary of State on August 31, 2001 (by operation of law, these Articles comprise the Company’s current Articles of Incorporation as a result of the merger transaction) and the August 31, 2001 Certificate of Acceptance of Appointment by Resident Agent** |
3.1(iv) | Articles of Merger filed with and accepted by both the States of Nevada and California (including the Agreement and Plan of Merger as Exhibit “A” thereto) by which the merger between the parent California corporation and its wholly owned Nevada subsidiary became effective under both Nevada and California law on October 4, 2001* |
3.2 | By-laws of Anticline--Nevada, the survivor in the merger** |
14 | Code of Ethics*** |
31 | 302 Certification of Kenneth P. Hamik |
32 | 906 Certification |
* Incorporated herein by reference.
** Attached to our 10-SB12G Registration Statement filed on March 1, 2002, and incorporated herein by reference.
** As amended in our Definitive Information Statement filed July 23, 2003, by increasing the authorized shares and changing our name.
*** Attached to our 10KSB Annual Report for the year ended December 31, 2004, and incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The Following is a summary of the fees billed to the Company by its principal accountants during the fiscal years ended December 31, 2007 and 2006:
Fee Category |
|
|
|
|
| 2007 |
|
|
|
|
| 2006 |
| ||
Audit Fees |
|
|
| $ |
|
| 10,711 |
|
|
| $ |
|
| 11,557 |
|
Audit-related Fees |
|
|
| $ |
|
| 0 |
|
|
| $ |
|
| 0 |
|
Tax Fees |
|
|
| $ |
|
| 0 |
|
|
| $ |
|
| 1,050 |
|
All Other Fees |
|
|
| $ |
|
| 0 |
|
|
| $ |
|
| 0 |
|
Total Fees |
|
|
| $ |
|
| 10,711 |
|
|
| $ |
|
| 12,607 |
|
Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-QSB or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”
Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax
32
advice and tax planning.
All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIPIDVIRO TECH, INC.
Date: | March 31, 2008 |
| By: | /s/Kenneth P. Hamik |
|
|
|
| Kenneth P. Hamik, President, Chief Executive Officer and Director |
In accordance with the Securities Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
LIPIDVIRO TECH, INC.
Date: | March 31, 2008 |
| By: | /s/Kenneth P. Hamik |
|
|
|
| Kenneth P. Hamik, President, Chief Executive Officer and Director |
|
|
|
|
|
Date: | March 31, 2008 |
| By: | /s/Steven Keyser |
|
|
|
| Steven Keyser, Director |
33