U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB/A-1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-49655
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LIPIDVIRO TECH, INC.
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(Exact Name of Small Business Issuer as specified in its Charter)
Nevada 87-0678927
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.
incorporation or organization)
1338 South Foothill Blvd. #126
Salt Lake City, Utah 84108
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 583-9900
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This 10QSB is being amended to include the signature date, which was omitted
on the original 10QSB.
Check whether the Registrant (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 Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No
[ ]
Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
N/A
Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Registrant's classes of
common equity, as of the latest practicable date:
September 30, 2005
Common Voting Stock 2,156,862 shares
Transitional Small Business Disclosure Format (Check one): Yes X No
ITEM 1 Financial Statements
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Unaudited Condensed Financial Statements
September 30, 2005
LipidViro Tech, Inc.
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Balance Sheet
(Unaudited)
ASSETS
September 30, 2005
Current assets
Cash $ 1,555
---------
Total Current Assets 1,555
Equipment, net 1,983
Other Assets
Deferred Financing Costs 5,000
Definite Life Intangible Assets, net 34,291
Goodwill 290,318
---------
Total Other Assets 329,609
---------
TOTAL ASSETS $ 333,147
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable $ 139,908
Shareholder Advances 338,300
---------
Total Current Liabilities 478,208
Long-term Liabilities
Notes Payable 600,000
---------
Total Liabilities 1,078,208
Stockholders' Equity
Common stock, authorized 150,000,000 Shares
Par Value $.001, 2,156,862 shares issued
and outstanding 2,157
Additional paid in capital (247,773)
Deficit accumulated during the development stage (499,445)
---------
Total Stockholders' Deficit (745,061)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 333,147
=========
See accompanying notes
LipidViro Tech, Inc.
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Statements of Operations
(Unaudited)
For the Three For the Three
Months Ended Months Ended
September 30, 2005 September 30, 2004
Revenue $ 0 $ 0
Operating Expenses
General and Administrative Expenses 8,657 34,184
Research & Development 3,982 13,383
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Total Operating Expenses 12,639 47,567
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Net Operating (Loss) (12,639) (47,567)
Other income or expense 0 0
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Total Other Income 0 0
Net Loss before income taxes (12,639) (47,567)
Provision for income taxes 0 0
--------- ---------
Net (Loss) $ (12,639) $ (47,567)
========= =========
Net (Loss) per Share $ 0.00 $ (0.01)
========= =========
Weighted Average Number of Shares
Outstanding 10,031,862 10,031,862
========== ==========
See the accompanying notes
LipidViro Tech, Inc.
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Statements of Operations
(Unaudited)
From
For the Nine For the Nine Inception on
Months Months May 6, 2003
Ended Ended Through
September 30, September 30, September 30
2005 2004 2005
Revenue $ 0 $ 0 $ 0
Operating Expenses
General and Administrative Expenses 38,668 57,690 191,923
Research and Development 66,085 62,540 307,545
--------- --------- -----------
Total Operating Expenses 104,753 120,230 499,468
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Net Operating (Loss) (104,753) (120,230) (499,468)
Other income 0 0 23
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Total Other Income 0 0 23
Net Loss before income taxes (104,753) (120,230) (499,445)
Provision for income taxes 0 0 0
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Net (Loss) $(104,753) $(120,230) $ (499,445)
========= ========= ===========
Net Income per Share $ (0.01) $ (0.01) $ (0.05)
========= ========= ===========
Weighted Average Number of Shares
Outstanding 10,031,862 10,020,973 9,621,233
========== ========== ===========
See accompanying notes
LipidViro Tech, Inc.
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Condensed Statements of Cash Flows
(Unaudited)
From
For the Nine For the Nine Inception on
Months Months May 6, 2003
Ended Ended Through
September 30, September 30, September 30
2005 2004 2005
Cash Flows from Operating Activities:
Net (loss) $(104,753) $(120,230) $ (499,445)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation & Amortization 488 602 1,792
Non-cash expenses and services
paid by issuance of common stock 0 0 863
Increase in Prepaid Expense 0 3,919 0
(Decrease) in Bank Overdraft (1,023) 0 0
(Decrease) Increase in Accounts
Payable (19,156) 10,986 139,908
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Net Cash Used by Operating Activities (124,444) (104,723) (356,882)
Cash Flows from Investing Activities:
Purchase of Property and Equipment 0 (960) (3,263)
Payments for Intangible Assets (4,801) (20,425) (34,804)
Payments for Goodwill 0 0 (269,006)
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Net Cash Flows From Investing
Activities (4,801) (21,385) (307,073)
Cash Flows From Financing Activities:
Deferred Financing Costs (5,000) (5,000)
Proceeds from Shareholder Advances 135,800 127,500 338,300
Proceeds from Issuance of Common Stock 0 0 293,700
Proceeds from Sale of Warrants 0 0 38,510
Purchase of stock for Cancellation (600,000) 0 (600,000)
Proceeds from Issuance of Notes
Payable 600,000 0 600,000
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Net Cash Flows from Financing
Activities 130,800 127,500 665,510
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Net Increase (Decrease) in Cash 1,555 1,392 1,555
Beginning Cash Balance 0 3,702 0
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Ending Cash Balance $ 1,555 $ 5,094 $ 1,555
========= ========== ===========
Supplemental disclosure information:
Cash paid for interest $ 0 $ 0 $ 0
Cash paid for income taxes $ 0 $ 0 $ 0
See accompanying notes
LIPIDVIRO TECH, INC. AND SUBSIDIARY
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE - 1 CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by
the company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position, results of operations and cash
flows at September 30, 2005 and for the periods then ended have been
made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been
condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on form 10KSB for
the year ended December 31, 2004. The results of operations for the
periods ended September 30, 2005 are not necessarily indicative of the
operating results for the full year.
NOTE 2 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any cash compensation
to any officer or director of the Company. However, in June 2003 the
Company issued 3,750 shares of common stock to an officer of the Company
for services rendered valued at $113.
Office Space - The Company has not had a need to rent office space. A
shareholder (former officer) of the Company is allowing the Company to
use her mailing address, as needed, at no expense to the Company.
Stock Issuance - In May 2003, in connection with their organization, the
Company issued 25,000 shares of their previously authorized but unissued
common stock to an officer of the Company as repayment of organization
costs of $750 or $0.03 per share.
Shareholder Advances - During the nine months ended September 30, 2005,
shareholders of the Company have advanced $135,800 to the Company to pay
operating expenses. As of September 30, 2005, the Company has recorded
a liability to shareholders of $338,300. This balance is unsecured,
non-interest bearing and is payable on demand.
Stock Cancellation - During September 2005 the Company acquired
7,875,000 shares of common stock for cancellation from a shareholder for
a note payable in the amount of $600,000.
LipidViro Tech, Inc.
(Formerly Anticline Uranium, Inc.)
[A Development Stage Company]
Notes to Unaudited Condensed Financial Statements
September 30, 2005
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company was only recently formed and has not yet
been successful in establishing profitable operations. Further, the
Company has current liabilities in excess of current assets. These
factors raise substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is proposing to
raise any necessary additional funds not provided by operations through
loans or through additional sales of their common stock. There is no
assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations. The financial statement
do not include any adjustments that might result from the outcome of
these uncertainties.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
Agreements - In August 2004, the Company signed a one-year agreement for
the use of a research facility and staff to conduct research on behalf
of the Company and to have a researcher coordinate the activities. The
Company agreed to pay up to $600,000 for supplies, facilities a
laboratory technician and coordination efforts. From January 31, 2005
through September 30, 2005, the Company has paid a total of $72,000
under this agreement. From the start of this contract the Company had
paid a total of $77,000.
In May 2005, the Company signed a six-month agreement to have a
researcher coordinate the research activities. The Company agreed to
pay $30,000 for the coordination efforts. Through September 30, 2005,
the Company has paid a total of $20,000 under this agreement. During
the nine months ended September 30, 2005, the Company also paid an
additional $5,000 on a previous contract.
NOTE 5 - NOTES PAYABLE
On September 30, 2005 the Company issued a note payable for $600,000 to
acquire 7,875,000 shares of common stock for cancellation. The note
provides for interest at 5% per annum and is due in 48 months. But also
provides for an extension of an additional 24 months.
NOTE 6 - SUBSEQUENT EVENTS
Contracts - In October 2005 the Company entered into a contract to have
a researcher coordinate efforts in order to introduce the Company into
the European Union. (e.g. Sweden, Norway, and England). The purpose of
this is to be able to gain approval to commence clinical trial studies
for the Company's treatment of acute ischemic stroke. The researcher
received $5,000 in consideration for this during October 2005.
ITEM 2 Management Discussion and Analysis or Plan of Operation
Plan of Operation.
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Overview.
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LipidViro Tech, Inc. is a development-stage biotechnology company engaged
in developing drug products, fluid purification processes, and drug production
and delivery systems (DPD System). Utilizing the Company's proprietary DPD
System, LipidViro is currently developing two products for commercialization:
therapeutic treatments for Cardiovascular diseases, and processes to
inactivate virus, bacteria and prions producing pathogen-free biological
products.
Technology.
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LipidViro's technology is based on three components:
* Our proprietary Drug Production and Delivery System (LipidViro DPD
System) which produces and delivers a precise, measured dose of
ozone;
* Our proprietary Gas-Fluid Exchange Device (GFE Device) which
efficiently mixes ozone with a fluid; and,
* Our proprietary methods that utilize precise, measured dosages of
ozone (LVT3), to treat disease and purify bio-fluids.
The Company has applied for patent protection on all aspects of this
technology.
While medicinal ozone therapies have been used for decades in European
countries, the FDA rejected applications to develop ozone as a drug in the
United States. The common reason underlying these repeated failures was poor
measuring and mixing techniques and the inability to produce and deliver ozone
in precise, measured dosages.
LipidViro's proprietary ozone Drug Production and Delivery System (DPD
System) solve both of these problems. The LipidViro DPD System produces a
precise, measured dose of ozone, accurate within 2% of the total dose. The
technology behind the DPD system allows for a precise, standardized treatment
to be delivered by any clinician throughout the world. The LipidViro GFE
Device efficiently mixes ozone with a fluid by achieving superior surface area
contact between the gas and the fluid. The LipidViro GFE Device produces
efficient, controlled, consistent, and reproducible mixing, allowing for
reliable, repeatable ozone delivery, maximizing treatment results.
We believe Lipidviro's technology provides the first and only process
able to deliver precise, measured doses of ozone that are consistent and
reproducible.
We believe this proprietary technology establishes LipidViro as the
exclusive market leader, with the only process capable of achieving regulatory
approval for use of ozone as a drug.
2005 Milestones and Operational Plan.
-------------------------------------
Corporate Development. Our corporate operations objectives for 2005
include financing operations, establishing corporate governance sufficient to
apply for NASDAQ SM cap or AMEX listing and, developing and implementing a
public relations strategy to enhance shareholder liquidity and value.
Scientific Agenda. Our scientific agenda for 2005 includes, site
selection and contracting for initial cardiovascular clinical trials; design
and initiate cardiovascular clinical trials to produce pilot data; and,
selection of a strategic partner for sera purification.
Technology Development. Our technology agenda for 2005 includes:
selecting a strategic partner to produce our Drug Production and Delivery
System; and, selecting a strategic partner to manufacture our Contact Device.
Financing. We require immediate financing to fund operations for the
next 12 months, including our described technology and corporate development
and our scientific agenda. During fiscal year 2005 we will attempt to raise
$3-7 million dollars from equity, debt and grants, which we believe will
sufficiently sustain our projected operations through the end of fiscal '06.
We will attempt to raise additional money from the exercise of the Company's
Class A and B warrants during June of '06. If fully exercised, these warrants
could raise an additional $28 million. We do not have sufficient cash on hand
to finance our current plan of operation. Since inception, debt and equity
financing have funded all operations including research expenses. We expend
and will likely continue to expend substantial funds to complete our research,
development and operational objectives. To fund these operations we will
consider all options available. Consequently, now and on an ongoing basis we
will consider raising capital through collaborative arrangements, strategic
alliances, research grants or equity and debt financings or from other
sources.
2005 Pre-Clinical Laboratory Research, Product Development.
-----------------------------------------------------------
Our pre-clinical, product development research is designed to evaluate
our proprietary technology and process. We utilize the results of our pre-
clinical research studies to identify potential products. Each potential
product is ranked for development priority based on our assessment of the
product's prospects for commercial success. Our evaluation includes studying
the efficacy and toxicity of LVT3 in-vitro, the time, expense and anticipated
regulatory hurdles likely required to reach commercialization, and,
competition in that product category.
Early research suggests our proprietary technology and process possess a
capacity to inactivate pathogens including viruses and infectious prions, and
may provide therapeutic treatment for cardiovascular and neurological
diseases. While our research is preliminary and incomplete, and will require
additional research to verify, it does suggest the potential for multiple
products that we believe are worthy of further investigation. Product
categories we are evaluating include: (i) processing biologicals for pathogen
removal and purification; (ii) developing therapeutics to treat serious
infectious diseases; (iii) developing therapeutics for treating lipid
associated diseases; and, (iv) developing treatments for cardiovascular,
neurological and inflammatory diseases.
Biological Fluid Purification. During the first fiscal quarter 2005, we
initiated discussion for development of a commercial bio-fluid purification
process with several commercial bio-fluid manufacturers. These discussions
are ongoing at this time. During the second fiscal quarter the Company
commenced collaboration with a commercial sera manufacturer to develop a
bovine sera product that can be labeled free of prion infectivity. This
project includes evaluation of sera bio-function post treatment and design of
validation studies in cooperation with the USDA. These steps may be
characterized as due diligence on behalf of the sera manufacturer, who has
committed product and resources to the project.
Prion Research. During the first fiscal quarter, on March 3, 2005 the
Company announced pre-clinical research results which demonstrated the ability
to substantially inactivate infectious prion proteins in bovine serum.
LipidViro's proprietary technology reduced prion infectivity in bovine serum
below the limits of detection by both cell and Western blot assays; two gold
standards for prion detection. During the second fiscal quarter, these data
were presented at the Meeting of the International Union of Microbiological
Societies, San Francisco. Also during the second quarter, we designed and
initiated dose-ranging studies to help identify optimal dosages demonstrating
prion inactivation. These studies are ongoing. We have applied for NIH
funding for our prion studies and associated product development.
Clinical Trials. During the first fiscal quarter of 2005, we initiated
development and design of pre-clinical studies associated with our
Cardiovascular and Neurological Platform. During the second fiscal quarter we
applied for NIH funding for our first proposed clinical study. During the
third fiscal quarter we determined the site for our clinical trial did not
provide access to adequate MRI and other diagnostics we felt necessary to
conduct the trial. Mobile, outsourced diagnostics were not available with
adequate coverage and were found to be prohibitively expensive. As a result,
we relocated the clinical trial to a facility with full diagnostic
capabilities required for the trial. Relocation requires amendment and re-
application of the NIH grant for funding which will delay potential NIH
funding of the trial. Our present objective is to initiate a 20 patient pilot
study during the first fiscal quarter of 2006, followed by a 100 patient study
that may be expanded to a multi-site clinical trial.
Intellectual Property. We have filed for patent protection covering our
LVT3 drug production and delivery technology and, our GEN-1, GEN-2 GEN-3 and
GEN-4H drug delivery devices, and for proprietary applications utilized by our
process.
ITEM 3 CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effectively designed to ensure that
information required to be disclosed or filed by us is recorded, processed or
summarized, within the time periods specified in the rules and regulations of
the Securities and Exchange Commission. 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, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.
In addition, we reviewed our internal controls over financial reporting,
and there have been no changes in our internal controls or in other factors in
the last fiscal quarter that has materially affected or is reasonably likely
to materially affect our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities and Use of Proceeds.
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On April 18, 2005, the Company executed a Securities Purchase Option
Agreement (the "Agreement") with Lombard, Inc. ("Lombard"), whereby it
purchased for $1.00, an option to acquire 7,875,000 shares of our common
stock, for a period of 48 months from the date of the Agreement, for a
purchase price of $600,000.
On September 30, 2005, the 7,875,000 shares were acquired and immediately
returned to treasury, reducing the Company's issued and outstanding shares
from 10,031,863 to 2,156,863. Payment was made to the Seller by a note for
$600,000 from the Company. The $600,000 note from us bears simple interest of
5% and is payable within 48 months from September 30, 2005, with an allowance
from the Seller of an automatic 24 month extension if requested by us. See
the 8-KA-1 Current Report dated April 18, 2005, filed with the Securities and
Exchange Commission on October 26, 2005. See Item 6.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
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None; not applicable
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
31 302 Certification of Kenneth P. Hamik
32 906 Certification
(b) Reports on Form 8-K.
8-KA-1 Current Report dated April 18, 2005, filed with the
Securities and Exchange Commission on October 26, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIPIDVIRO TECH, INC.
Date: 11/14/2005 By/s/Kenneth P. Hamik
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Kenneth P. Hamik