FDA Regulation
. Pharmaceutical products are subject to
extensive pre- and post-marketing regulation by the Food and Drug Administration,
including regulations that govern the testing, manufacturing, safety, efficacy,
labeling, storage, record-keeping, advertising and promotion of the products
under the Federal Food, Drug and Cosmetic Act and the Public Health Services
Act, and by comparable agencies in most foreign countries. The process required
by the FDA before a new drug may be marketed in the U.S. generally involves the
following: completion of pre-clinical laboratory and animal testing; submission
of an investigational new drug application, or IND, which must become effective
before clinical trials may begin; performance of adequate and well controlled
human clinical trials to establish the safety and efficacy of the proposed
drug's intended use; and approval by the FDA of a New Drug Application,
or NDA.
The activities required before a pharmaceutical agent may be marketed in
the United States begin with pre-clinical testing. Pre-clinical tests include laboratory
evaluation of potential products and animal studies to assess the potential
safety and efficacy of the product and its formulations. The results of these
studies and other information must be submitted to the FDA as part of an IND
application, which must be reviewed and approved by the FDA before proposed
clinical testing can begin. Clinical trials involve the administration of the
investigational new drug to healthy volunteers or to patients under the
supervision of a qualified principal investigator. Clinical trials are
conducted in accordance with Good Clinical Practices under protocols that
detail the objectives of the study, the parameters to be used to monitor safety
and the efficacy criteria to be evaluated. Each protocol must be submitted to
the FDA as part of the IND
application. Further, each clinical study must be conducted under the auspices
of an independent institutional review board. The institutional review board
will consider, among other things, ethical factors and the safety of human
subjects.
Typically, human clinical trials are conducted in three phases that may
overlap. In Phase 1, clinical trials are conducted with a small number of
subjects to determine the early safety profile and pharmacology of the new
therapy. In Phase 2, clinical trials are conducted with groups of patients
afflicted with a specific disease in order to determine preliminary efficacy,
optimal dosages and expanded evidence of safety. In Phase 3, large scale,
multicenter, comparative clinical trials are conducted with patients afflicted
with a target disease in order to provide enough data for the statistical proof
of efficacy and safety required by the FDA and others.
The results of the pre-clinical and clinical testing, together with
chemistry and manufacturing information, are submitted to the FDA in the form
of an NDA for a pharmaceutical product in order to obtain approval to commence
commercial sales. In responding to an NDA, the FDA may grant marketing
approvals, request additional information or further research, or deny the
application if it determines that the application does not satisfy its
regulatory approval criteria. Patient-specific therapies may be subject to
additional risk with respect to the regulatory review process. FDA approval for
a pharmaceutical product may not be granted on a timely basis, if at all, or if
granted may not cover all the clinical indications for which approval is sought
or may contain significant limitations in the form of warnings, precautions or
contraindications with respect to conditions of use.
Satisfaction of FDA premarket approval requirements for new drugs
typically takes several years, and the actual time required may vary
substantially based upon the type, complexity and novelty of the product or
targeted disease. Government regulation may delay or prevent marketing of potential
products for a considerable period of time and impose costly procedures upon
our
4
activities. Success in early stage clinical trials or with prior
versions of products does not assure success in later stage clinical trials.
Data obtained from clinical activities are not always conclusive and may be
susceptible to varying interpretations that could delay, limit or prevent
regulatory approval.
Once approved, the FDA may withdraw the product approval if compliance
with pre- and post-marketing regulatory standards is not maintained or if
problems occur after the product reaches the marketplace. In addition, the FDA
may require post-marketing studies, referred to as Phase 4 studies, to monitor
the effect of an approved product, and may limit further marketing of the
product based on the results of these post-market studies. The FDA has broad
post-market regulatory and enforcement powers, including the ability to levy
fines and civil penalties, suspend or delay issuance of approvals, seize or
recall products, or withdraw approvals.
Facilities used to manufacture drugs are subject to periodic inspection
by the FDA, Drug Enforcement Agency and other authorities where applicable, and
must comply with the FDA's Current Good Manufacturing regulations.
Failure to comply with the statutory and regulatory requirements subjects the
manufacturer to possible legal or regulatory action, such as suspension of
manufacturing, seizure of product or voluntary recall of a product. Adverse
experiences with the product must be reported to the FDA and could result in
the imposition of market restriction through labeling changes or in product
removal. Product approvals may be withdrawn if compliance with regulatory
requirements is not maintained or if problems concerning safety or efficacy of
the product occur following approval.
With respect to post-market product advertising and promotion, the FDA
imposes a number of complex regulations on entities that advertise and promote
pharmaceuticals, which include, among other things, standards and regulations
relating to direct-to-consumer advertising, off-label promotion, industry
sponsored scientific and educational activities, and promotional activities
involving the Internet. The FDA has very broad enforcement authority under the
Federal Food, Drug and Cosmetic Act
, and failure to abide by
these regulations can result in penalties including the issuance of a warning
letter directing the entity to correct deviations from FDA standards, a
requirement that future advertising and promotional materials be pre-cleared by
the FDA, and state and federal civil and criminal investigations and
prosecutions.
Research facilities are subject to various laws and regulations
regarding laboratory practices, the experimental use of animals, and the use
and disposal of hazardous or potentially hazardous substances in connection
with the research in question. In
each of these areas, as above, the government has broad regulatory and
enforcement powers, including the ability to levy fines and civil penalties,
suspend or delay issuance of approvals, seize or recall products, and withdraw
approvals, any one or more of which could have a material adverse effect upon
us.
Other Government Regulations
.
In addition to laws and regulations enforced
by the FDA, research of Molecular USA's products in the United States are
subject to regulation under National Institutes of Health guidelines, as well
as under the Controlled Substances Act, the Occupational Safety and Health Act,
the Environmental Protection Act, the Toxic Substances Control Act, the
Resource Conservation and Recovery Act and other present and potential future
federal, state or local laws and regulations, as research and development of
its products involves the controlled use of hazardous materials, chemicals,
viruses and various radioactive compounds.
In addition to regulations in the United States, Molecular
USA's products are subject to a variety of foreign regulations governing
clinical trials and commercial sales and distribution of its Licensed Products.
Whether or not Molecular USA obtains FDA approval for a product, Molecular USA
or its subsidiaries must obtain approval of a product by the comparable
regulatory authorities of foreign countries before it can commence clinical
trials or marketing of the product in those countries. The approval process
varies from country to country, and the time may be longer or shorter than that
required for FDA approval. The requirements governing the conduct of clinical
trials, product licensing, pricing and reimbursement vary greatly from country
to country.
Sarbanes-Oxley Act of 2002
. On July 30, 2002, President Bush signed into law the
Sarbanes-Oxley Act of 2002, or the SOA. SOA imposes a wide variety of new
requirements on both U.S.
and non-U.S. companies, that file or are required to file periodic reports with
the Securities and Exchange Commission (the "
SEC
") under the Securities Exchange
Act of 1934. Many of these new requirements will affect Molecular USA and its
board of directors. For instance, under SOA Molecular USA is required to:
5
-
ensure Molecular USA's directors and senior officers are required
to forfeit all bonuses or other incentive-based compensation and profits
received from the sale of Molecular USA's securities in the twelve month
period following initial publication of any of Molecular USA's financial
statements that later require restatement;
-
disclose any off-balance sheet transactions as required by SOA;
-
prohibit all personal loans to directors and officers;
-
insure directors, officers and 10% holders file their Forms 4's within
two days of a transaction;
-
adopt a code of ethics and file a Form 8-K whenever there is a change
or waiver of this code; and
-
insure Molecular USA's auditor is independent as defined by SOA.
SOA has required us to review our current
procedures and policies to determine whether they comply with the SOA and the
new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the SOA and will
take whatever actions are necessary to ensure that we are in compliance.
Environmental Compliance
The
nature of Molecular USA's and MPLA's business does not require
special environmental or local government approval. Molecular USA and MPLA are compliant with all
environmental laws. The cost of such compliance is minimal for the Corporation.
Employees
In the year ended 2010, Molecular USA did not
have any employees and does not intend to hire any employees in the upcoming
year. We rely heavily on outside
contractors to conduct our business.
Immediate
Business Plans
The Corporation, through its subsidiary MPLA, plans to continue to
pursue the various levels of the international regulatory approval processes.
Applications and product opportunities for Tripeptofen are believed to be broad
and cover a range of commercial fields, each with distinct pre-market
requirements. The international drug development team, global resources and
local know-how will allow MPLA to seek the most time and cost effective
regulatory pathways for each product and market sector.
On commercial development, MPLA will focus on consolidating the
regulatory pathway work in order to prioritize the path to market. Jeff Edwards
will work to set-out the strategies designed to maximize the
multi-jurisdictional capabilities of MPLA's development teams.
Reports to Securities Holders
We are required to file annual reports on Form
10-K and quarterly reports on Form 10-Q 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.
Although our Internet site www.mpl-usa.com does
not contain our reports, you may read and copy any materials we file with the
Securities and Exchange Commission at their Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Additionally, the SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC.
Item 1A. Risk Factors
No disclosure is required hereunder as the Corporation is a
"smaller reporting company," as defined in Item 10(f) of Regulation
S-K.
6
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Propert
ies
Molecular USA's office space is located
at Drug Discovery Centre, 28 Oxford Street, Leederville 6007 Perth, Western
Australia. This office space was
provided free of charge during the year ended June 30, 2010, from a company
controlled by an officer of PharmaNet.
Item 3. Legal
Proceedings
We know of no material, active or pending legal
proceedings against our Corporation, nor are we involved as a plaintiff in any
material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
Item 4.
Removed and
Reserved
Not Applicable.
PART II
Item
5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Our common shares are quoted on the PinkSheets
under the symbol "
MLPH
".
The following quotations reflect the high and low bids for our common stock
based on inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions. The high and low bid prices for our
common shares (obtained from www.otcmarkets.com) for each full financial
quarter for the two most recent full fiscal years were as follows:
Quarter Ended
(1) (2)
|
High
|
Low
|
June 30, 2010
|
$0.028
|
$0.018
|
March 31, 2010
|
$0.057
|
$0.018
|
December 31, 2009
|
$0.040
|
$0.015
|
September 30, 2009
|
$0.020
|
$0.005
|
June 30, 2009
|
$0.038
|
$0.010
|
March 31, 2009
|
$0.040
|
$0.010
|
December 31, 2008
|
$0.040
|
$0.010
|
September 30, 2008
|
$0.049
|
$0.015
|
June 30, 2008
|
$0.050
|
$0.015
|
|
|
|
|
|
|
|
Note
s:
|
|
(1)
|
The quotations above reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
|
|
(2)
|
Molecular USA was originally first quoted on the
OTCBB on May 13, 2005 under the symbol "BHWV". Its symbol was changed to
"MLPH" on August 29, 2005. On November 26, 2007, the stock was
moved to the PinkSheet quotation system for failure to comply with NASD
6530. The shares of Molecular were
eligible to be quoted once again on the OTCBB on November 26, 2008 on
application request by a market maker of the common stock of Molecular.
|
7
Holders of Common Stock
As of September 20, 2010, there were 19
registered shareholders of Molecular USA's common stock.
Dividends
Molecular
USA
has never declared nor paid any cash dividends on its capital stock and does
not anticipate paying cash dividends in the foreseeable future. Molecular USA's
current policy is to retain any earnings in order to finance the expansion of
its operations. Molecular USA's board of directors will determine future
declaration and payment of dividends, if any, in light of the then-current
conditions they deem relevant and in accordance with the
Nevada
Revised Statutes
.
Equity Compensation Plan
We
do not have any securities authorized for issuance under any equity
compensation plans.
Recent Sales of Unregistered Securities
None
Item 6. Selected Financial Data
No disclosure is
required hereunder as Molecular USA is a "smaller reporting company,"
as defined in Item 10(f) of Regulation S-K.
Item 7. Management Discussion and Analysis
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE CORPORATION
FOR YEAR ENDING
JUNE 30, 2010,
AND
SHOULD BE READ IN CONJUNCTION WITH
THE CORPORATIONS
'S
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THE
FORM 10-K
Our consolidated financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.
2010 Activities and Developments
For the year ended June 30,
2010, our net loss was $117,220 ($0.001 per share). The loss per share was
based on a weighted average of 111,553,740
common
shares outstanding. For the year ended June 30, 2009,
the net loss was $94,336 ($0.001 per share) based on a weighted average of
111,553,740
common shares outstanding. For the period from inception on July
14, 2004 to June 30, 2010, Molecular USA has an accumulated net loss of
$1,550,806. Molecular has working
capital deficit of $11,356 at June 30, 2010 (June 30, 2009 - working
capital deficit of $20,369). As a
result our auditors have qualified their opinion as having substantial doubt
about our ability to continue as a going concern unless we are able to generate
sufficient cash flows to meet our obligations and sustain our operations
.
To achieve our goals and objectives for the next 12 months, we plan to
raise additional capital through private placements of our equity securities,
proceeds received from the exercise of outstanding options, future financing
from our new majority shareholder PharmaNet and, if available on satisfactory
terms, debt financing.
If we are unsuccessful in
obtaining new capital, our ability to seek and consummate strategic
acquisitions to build our company internationally and to expand on our business
development and marketing programs could be adversely affected.
8
Results of
Operation
For the years ended June 30, 2010 and June 30, 2009 and for the
period from
July 14, 2004
(inception)
through to
June 30, 2010
.
REVENUES
REVENUE - Molecular has net loss of $117,220 for the year
ended June 30, 2010 (year ended
June 30, 2009 - loss of $94,336) and $1,550,806 for the period
from inception to
June 30, 2010
. To date, we have generated no revenue from our business
operations.
LOANS - As of June 30, 2010, PharmaNet has loaned Molecular
USA a total of $1,465,002 for working capital (year ended June 30, 2009 - $1,246,058).
The advance does not carry an interest rate, is unsecured and has no fixed terms
of repayment.
COMMON STOCK - Net cash provided by financing activities
during the year ended June 30, 2010 was $Nil (year ended June 30, 2009 - $Nil).
EXPENSES
SUMMARY
- Total
expenses were $117,220 for the year ended June 30, 2010. Expenses have decreased in the year
ended June 30, 2010, by $722 from $117,942 in the previous year ended. A total of $1,835,777 in expenses has
been incurred by Molecular USA since inception on
July 14, 2004,
through to June 30, 2010. The decrease in costs over the past year
has occurred as the result of a reduction in professional fees over the year. The costs can be subdivided into the
following categories.
-
Rent Expenses
: Molecular USA
incurred $Nil in rent expenses for the years ended
June 30, 2010 and June 30, 2009,
while a total of $27,759 was incurred in the period from inception on
July 14, 2004,
to
June 30, 20
10
.
-
Consulting Expenses
:
Molecular USA relies on consultants and other third parties to conduct the
majority of its research. For
the year ended June 30, 2010, a total of $41,920 in consulting expenses
was incurred as compared to $35,214 for the year ended
June 30, 2009.
We have incurred a total of
$1,136,827 in the period from inception on
July 14, 2004,
to
June
30, 2010.
-
Analysis Costs:
Molecular USA
incurred $Nil in analysis costs for the years ended June 30, 2010, and
June 30, 2009, while a total of $33,947 was incurred in the period from
inception on July 14, 2004 , to June 30, 2010
-
Advertising and Promotion Fees
:
Molecular USA has spent a nominal amount in this area. During the years ended
June 30, 2010 and June
30, 2009,
we spent $Nil on advertising and
promotional fees. We have incurred a total of $23,739 in the period from inception
on
July 14, 2004
to
June
30, 2010.
-
Professional Fees
: Molecular USA
incurred $44,766 in professional fees for the year ended on
June 30, 2010,
as compared to $52,386 for the year ended June 30, 2009. From inception to
June 30, 2010
,
we have incurred a total of $268,834 in professional fees mainly spent on
legal and accounting matters.
-
Public Relations
: Molecular USA
incurred $Nil for the years ended June 30, 2010 and June 30, 2009, while a
total of $3,656 was incurred in the period from inception on July 14, 2004
to June 30, 2010.
-
Travel Costs
: Molecular USA
incurred $Nil in travel costs for the year ended on
June 30, 2010
,
as compared to $1,683 for the year ended
June
30, 2009
.
We have incurred a total of $104,249 in the period from inception on July
14, 2004 to June 30, 2010.
This decrease can largely be attributed to our attendance at a
limited number of pharmacology trade shows and restricting the expense of
visiting various research facilities we have ongoing trials or research
projects.
-
Salaries and Benefit Costs
:
Molecular USA and its subsidiary rely primarily on outside consultants and
not salaried employees. As a
result, Molecular USA incurred $Nil in salaries and benefits for the years
ended June 30, 2010 and
June 30, 2009
.
For the period
July
14, 2004
(inception) through
June 30, 2010
,
Molecular USA has spent a total of $44,464 on salaries and benefits.
Molecular USA
continues to carefully control its expenses and overall costs as it moves
forward with the development of its new business plan. Molecular USA does not
have any employees and engages personnel through outside consulting
contracts
or agreements
or other such arrangements
9
INCOME TAX PROVISION
: We have losses carried forward for income tax purpose to
June 30, 2010. There are no current
or deferred tax expenses for the period ended June 30, 2010, due to our loss
position. We have fully reserved
for any benefits of these losses.
The deferred tax consequences of temporary differences in reporting
items for financial statement and income tax purposes are recognized as
appropriate.
Off-Balance Sheet Arrangement
As of June 30, 2010, we have
had no off-balance sheet arrangements.
Research and Development
Since
the acquisition of MPLA, Molecular USA has adopted MPLA's research and
development program to:
-
Refine and prove-up its
proprietary active ingredients and to commence the processes that will
lead to the issue of a Master Drug File registration of its products;
-
Define the mode of
action and potential of Tripeptofen in both in vitro, animal and human
studies;
-
Gain Australian
regulatory and marketing approval;
-
Gain European
regulatory approval; and
-
Commence application
for American regulatory approval.
MPLA
is in the business of developing and commercializing a new analgesic and
anti-inflammatory molecule known as Tripeptofen. Tripeptofen is likely to
appear in a new group of products suitable for the treatment of common
every-day pain. As an analgesic and anti-inflammatory drug, Tripeptofen is
unusual due to its rapid speed of action and its topical or rub-on
application.
On
April 19, 2006,
Molecular USA, announced the filing of a new patent, Tissue Disruption
Treatment and Composition for Use (US Patent number 11218382). The patent describes a proprietary
process for the manufacture of topical biological secondary injury mediators
(B-SIMs) that should have local, rather than systemic, effects and may be significantly
less expensive to manufacture than conventional B-SIMs. MPLA is developing its B-SIMs to stop
the tissue disruption that occurs after injury by suppressing the body's
reactions, such as inflammation and damage/death of otherwise uninjured cells
that are triggered in response to primary injury.
The
first conditions targeted by MPLA will be the musculoskeletal injuries. The use of a B-SIM
in these markets represents a new approach to one of the world's largest
over the counter drug markets and includes indications such as joint inflammation,
musculoskeletal pain, overuse and strain injuries, burns and even surgical and
cosmetic procedures. MPLA's
proprietary, industrially scalable peptide-ligand bond exchange (PLBE) B-SIM manufacturing process involves the
disassociation of proteins, rather than the far more costly process of
assembling B-SIMs one sequence at a time. The patent was lodged in the name of
Cambridge Scientific Pty Ltd; however, Molecular USA holds the worldwide
exclusive license to manufacture, commercialize, market and distribute topical
anti-inflammatory and analgesic products based on the proprietary MPL-TL
compound.
Molecular
USA
is still working on the projections regarding the necessary expenditure and
time frame involved in pursuing this research and development program. Any such program will also be subject to
Molecular USA raising the necessary funds to advance such a program.
Capital Expenditure Commitments
Capital expenditures during the year ended June 30, 2010, amounted to
$Nil ($114 for the year ended June 30, 2009)
Molecular USA does not anticipate any significant purchase or sale of equipment
over the next 12 months.
Strategic Acquisitions
On November 25,
2005, Molecular USA entered
into a share purchase agreement dated November 25, 2005 with PharmaNet to acquire
100% of the issued and outstanding shares of MPLA. Molecular USA issued a total of 88,000,000 shares of its common stock to
PharmaNet the parent company of MPLA.
Accordingly, PharmaNet controls approximately 79% of Molecular
USA's issued and outstanding shares of common stock.
10
Recent
Accounting Pronouncements
In February 2010, the
Financial Accounting Standard Board ("FASB") issued ASU No.
2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to
Embedded Credit Derivatives".
ASU No. 2010-11 clarifies the type of embedded credit derivative that is
exempt from embedded derivative bifurcation requirements. Specifically, only
one form of embedded credit derivative qualifies for the exemption - one
that is related only to the subordination of one financial instrument to
another. As a result, entities that have contracts containing an embedded
credit derivative feature in a form other than such subordination may need to
separately account for the embedded credit derivative feature. The amendments
in ASU No. 2010-11 are effective for each reporting entity at the beginning of
its first fiscal quarter beginning after 15 June 2010. Early adoption is
permitted at the beginning of each entity's first fiscal quarter
beginning after 5 March 2010. The adoption of ASU No. 2010-11 is not expected
to have a material impact on the Company's consolidated financial
statements.
In February 2010, the
FASB issued ASU No. 2010-09, "Amendments to Certain Recognition and
Disclosure Requirements", which eliminates the requirement for Securities
and Exchange Commission filers to disclose the date through which an entity has
evaluated subsequent events. ASU
No. 2010-09 is effective for fiscal quarters beginning after 15 December
2010. The adoption of ASU No. 2010-06
is not expected to have a material impact on the Company's consolidated
financial statements.
In January 2010, the FASB
issued ASU 2010-06, "Improving Disclosures about Fair Value
Measurements." This update requires additional disclosure within the roll
forward of activity for assets and liabilities measured at fair value on a
recurring basis, including transfers of assets and liabilities between Level 1
and Level 2 of the fair value hierarchy and the separate presentation of
purchases, sales, issuances and settlements of assets and liabilities within
Level 3 of the fair value hierarchy. In addition, the update requires enhanced
disclosures of the valuation techniques and inputs used in the fair value
measurements within Levels 2 and 3. The new disclosure requirements are
effective for interim and annual periods beginning after 15 December 2009,
except for the disclosure of purchases, sales, issuances and settlements of
Level 3 measurements. Those disclosures are effective for fiscal years
beginning after 15 December 2010. As ASU 2010-06 only requires enhanced
disclosures, the Company does not expect that the adoption of this update will
have a material effect on its consolidated financial statements.
Critical Accounting Policies and Estimates
Our
audited financial statements and accompanying notes are prepared in accordance
with generally accepted accounting principles used in the United States. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions
are affected by management's application of accounting policies. We believe that understanding the basis
and nature of the estimates and assumptions involved with the following aspects
of our consolidated financial statements is critical to an understanding of our
financials.
Stock-based compensation
Effective
1 January 2006, the Company adopted the provisions of ASC 718,
"Compensation - Stock Compensation", which establishes
accounting for equity instruments exchanged for employee services. Under the
provisions of ASC 718, stock-based compensation cost is measured at the grant
date, based on the calculated fair value of the award, and is recognized as an
expense over the employees' requisite service period (generally the
vesting period of the equity grant). The Company adopted ASC 718 using the
modified prospective method, which requires the Company to record compensation
expense over the vesting period for all awards granted after the date of
adoption, and for the unvested portion of previously granted awards that remain
outstanding at the date of adoption.
Accordingly, the financial statements for the periods prior to 1 January
2006 have not been restated to reflect the fair value method of expensing
share-based compensation. The
adoption of ASC 718 does not change the way the Company accounts for
share-based payments to non-employees, with guidance provided by ASC 505-50,
"Equity-Based Payments to Non-Employees".
Item 7A. Quantitative and Qualitative Disclosures
about Market Risk
No
disclosure is required hereunder as the Corporation is a "smaller
reporting company," as defined in Item 10(f) of Regulation S-K.
11
Item 8. Financial
Statements
and Supplementary Data
Auditor's Report dated 9 August 2010, except for Note 12, as to which
the date is 21 September 2010.
Consolidated Balance Sheets
as at 30 June 2010 and 30 June 2009.
Consolidated Statements of
Operations for the years ended 30 June 2010, 30 June 2009 and 30 June 2008 and
for the period from the date of inception on 14 July 2004 to 30 June 2010.
Consolidated Statements of
Cash Flows for the years ended 30 June 2010, 30 June 2009 and 30 June 2008 and
for the period from the date of inception on 14 July 2004 to 30 June 2010.
Consolidated Statement of
Stockholders' Deficiency for the years ended 30 June 2010, 30 June 2009 and 30
June 2008 and for the period from the date of inception on 14 July 2004 to 30
June 2010.
Notes to Consolidated Financial
Statements
12
James Stafford
|
|
|
James
Stafford
, Inc.
Chartered Accountants
Suite 350 - 1111 Melville
Street
Vancouver, British Columbia
Canada V6E 3V6
Telephone +1 604 669 0711
Facsimile +1 604 669 0754
|
Report of Independent Registered Public Accounting Firm
To the
Board of Directors and Stockholders of
Molecular
Pharmacology (USA)
Limited
(A Development Stage
Company)
We have audited the consolidated balance sheets
of
Molecular Pharmacology (USA) Limited
(A
Development Stage Company) (the "Company")
as
of 30 June 2010 and 2009 and the related consolidated statements of
operations, cash flows and changes in stockholders' deficiency for each
of the years in the three-year period ended 30 June 2010. These consolidated
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit
of the Company's internal control over financial reporting. Our audits 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 also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated
financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of 30 June 2010 and 2009 and
the results of its operations, its cash flows and its changes in
stockholders' deficiency
for each of the years in the three-year
period ended 30 June 2010
in conformity with accounting principles
generally accepted in the United States of America.
The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements,
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to generate sufficient
cash flows to meet its obligations and sustain its operations. Management's plans in regard to
these matters are also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Vancouver
, Canada
|
|
/s/ James
Stafford
|
|
|
Chartered Accountants
|
9 August
2010, except for Note 12, as to which the date is 21 September 2010
|
|
13
Molecular Pharmacology (USA) Limited
(A
Development Stage Company)
Consolidated Financial Statements
(Expressed in U.S. Dollars)
30 June 2010
14
Molecular Pharmacology (
USA
) Limited
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in U.S.
Dollars)
|
|
As at
30 June
2010
|
|
As at
30 June
2009
|
|
|
$
|
|
$
|
Assets
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
Cash and cash equivalents
|
|
7,975
|
|
7,543
|
Amounts receivable
|
|
1,480
|
|
2,917
|
|
|
|
|
|
|
|
9,455
|
|
10,460
|
|
|
|
|
|
Equipment
(Note 3)
|
|
2,197
|
|
2,920
|
|
|
|
|
|
|
|
11,652
|
|
13,380
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
Accounts payable and accrued
liabilities (Note 4)
|
|
20,811
|
|
30,829
|
|
|
|
|
|
Due
to related parties
(Note 5)
|
|
1,477,711
|
|
1,273,680
|
|
|
|
|
|
|
|
1,498,522
|
|
1,304,509
|
|
|
|
|
|
Stockholders'
deficiency
|
|
|
|
|
Capital
stock
(Note 6)
|
|
|
|
|
Authorized
|
|
|
|
|
300,000,000
common shares, par value $0.001
|
|
|
|
|
Issued and outstanding
|
|
|
|
|
30
June 2010 - 111,553,740 common shares, par value $0.001
|
|
|
|
|
30
June 2009 - 111,553,740 common shares,
par value $0.001
|
|
111,554
|
|
111,554
|
Additional
paid-in capital
|
|
106,707
|
|
106,707
|
Cumulative
translation adjustment
|
|
(154,325)
|
|
(75,804)
|
Deficit,
accumulated during the development stage
|
|
(1,550,806)
|
|
(1,433,586)
|
|
|
|
|
|
|
|
(1,486,870)
|
|
(1,291,129)
|
|
|
|
|
|
|
|
11,652
|
|
13,380
|
Nature and
Continuance of Operations
(Note 1),
Commitment
(Note 8),
Contingency
(Note 11) and
Subsequent Event
(Note 12)
On behalf of the Board:
/s/ Jeffrey D. Edwards
Director
Jeffrey Edwards
The accompanying notes are an integral part of these consolidated
financial statements.
15
Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S.
Dollars)
|
|
For the
period from
the date of inception
on
14 July 2004
to
30 June
2010
(Unaudited)
|
For the
year
ended
30 June
2010
|
For the
year
ended
30 June
2009
|
For the
year
ended
30 June
2008
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Advertising
and promotion
|
|
|
|
23,739
|
|
-
|
|
-
|
|
-
|
Amortization (Note 3)
|
|
|
|
5,653
|
|
723
|
|
906
|
|
1,457
|
Analysis
|
|
|
|
33,947
|
|
-
|
|
-
|
|
-
|
Consulting (Note 5)
|
|
|
|
1,136,827
|
|
41,920
|
|
35,214
|
|
88,332
|
Office and miscellaneous (Note 5)
|
|
|
|
171,155
|
|
25,144
|
|
22,358
|
|
33,079
|
Professional fees
|
|
|
|
268,834
|
|
44,766
|
|
52,386
|
|
64,236
|
Public relations
|
|
|
|
3,656
|
|
-
|
|
-
|
|
-
|
Rent (Note 5)
|
|
|
|
27,759
|
|
-
|
|
-
|
|
-
|
Salaries and benefits
|
|
|
|
44,464
|
|
-
|
|
-
|
|
-
|
Transfer agent and filing fees
|
|
|
|
15,494
|
|
4,667
|
|
5,395
|
|
2,239
|
Travel
|
|
|
|
104,249
|
|
-
|
|
1,683
|
|
8,968
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before other items
|
|
|
|
(1,835,777)
|
|
(117,220)
|
|
(117,942)
|
|
(198,311)
|
|
|
|
|
|
|
|
|
|
|
|
Other items
|
|
|
|
|
|
|
|
|
|
|
Export market
development grants
|
|
|
|
69,629
|
|
-
|
|
6,455
|
|
63,174
|
Interest income
|
|
|
|
2,322
|
|
-
|
|
-
|
|
1,564
|
Research and
development tax refund
|
|
|
213,020
|
|
-
|
|
17,151
|
|
195,869
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the
period
|
|
|
|
(1,550,806)
|
|
(117,220)
|
|
(94,336)
|
|
62,296
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income
(loss) per common share
|
|
|
(0.001)
|
|
(0.001)
|
|
0.001
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares used in per share calculations
|
|
|
|
111,553,740
|
|
111,553,740
|
|
111,553,740
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period
|
|
|
|
(1,550,806)
|
|
(117,220)
|
|
(94,336)
|
|
62,296
|
Foreign currency translation adjustment
|
|
(154,325)
|
|
(78,521)
|
|
219,034
|
|
(166,483)
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
(loss) for the period
|
|
(1,705,131)
|
|
(195,741)
|
|
124,698
|
|
(104,187)
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) per
common share
|
|
|
|
(0.002)
|
|
0.001
|
|
(0.001)
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
16
Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S.
Dollars)
|
|
For the
period from
the date of inception
on
14 July 2004
to
30 June
2010
(Unaudited)
|
For the
year
ended
30 June
2010
|
For the
year
ended
30 June
2009
|
For the
year
ended
30 June
2008
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in)
operating activities
|
|
|
|
|
|
|
|
|
Net
income (loss) for the period
|
|
|
|
(1,550,806)
|
|
(117,220)
|
|
(94,336)
|
|
62,296
|
Adjustments
to reconcile loss to net cash used by operating activities
|
|
|
|
|
|
|
|
|
|
|
Amortization
(Note 3)
|
|
|
|
5,653
|
|
723
|
|
906
|
|
1,457
|
Write-down
of intangible assets
|
|
|
|
1,278
|
|
-
|
|
-
|
|
-
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
Decrease
in amounts receivable
|
|
|
746
|
|
1,437
|
|
6,479
|
|
11,906
|
Increase (decrease) in accounts payable and accrued liabilities (Note
4)
|
|
|
(26,606)
|
|
(10,018)
|
|
11,771
|
|
(39,943)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,569,735)
|
|
(125,078)
|
|
(75,180)
|
|
35,716
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from (used in) investing activities
|
|
|
|
|
|
|
|
|
Purchase
of property, plant and equipment (Note 3)
|
|
(7,850)
|
|
-
|
|
(114)
|
|
-
|
Purchase of intangible assets
|
|
|
|
(1,278)
|
|
-
|
|
-
|
|
-
|
Cash
acquired on the purchase of Molecular
Pharmacology
(USA) Limited (Note 1)
|
|
37,163
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,035
|
|
-
|
|
(114)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from (used in) financing activities
|
|
|
|
|
|
|
|
|
Common shares issued for cash (Note 6)
|
|
|
|
234,497
|
|
-
|
|
-
|
|
-
|
Increase
(decrease) in due to related parties (Note 5)
|
|
1,469,503
|
|
204,031
|
|
(157,687)
|
|
131,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,704,000
|
|
204,031
|
|
(157,687)
|
|
131,263
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
|
(154,325)
|
|
(78,521)
|
|
219,034
|
|
(166,483)
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
7,975
|
|
432
|
|
(13,947)
|
|
496
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
-
|
|
7,543
|
|
21,490
|
|
20,994
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
|
|
7,975
|
|
7,975
|
|
7,543
|
|
21,490
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures with
Respect to Cash Flows
(Note 9)
The accompanying notes are an integral part of these consolidated
financial statements
17
Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Consolidated Statements of
Changes in Stockholders' Deficiency
(Expressed in U.S.
Dollars)
|
Number of common shares issued
|
Capital stock
|
Additional
paid-in capital
|
Deficit,
accumulated during the development stage
|
Cumulative
translation adjustment
|
Stockholders'
deficiency
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
Balance at 14 July 2004 (inception)
|
|
294
|
|
-
|
|
1
|
|
-
|
|
-
|
|
1
|
Net loss for the period
|
|
-
|
|
-
|
|
-
|
|
(128,488)
|
|
-
|
|
(128,488)
|
Cumulative translation
adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,536)
|
|
(6,536)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 October 2004 (Unaudited)
|
|
294
|
|
-
|
|
1
|
|
(128,488)
|
|
(6,536)
|
|
(135,023)
|
Common shares issued for cash
- January 2005
|
|
87,999,706
|
|
88,000
|
|
146,496
|
|
-
|
|
-
|
|
234,496
|
Net loss for the year
|
|
-
|
|
-
|
|
-
|
|
(387,667)
|
|
-
|
|
(387,667)
|
Cumulative translation
adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(161)
|
|
(161)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 October 2005 (Unaudited)
|
|
88,000,000
|
|
88,000
|
|
146,497
|
|
(516,155)
|
|
(6,697)
|
|
(288,355)
|
Acquisition of Molecular Pharmacology (USA)
Limited - Recapitalization May 2006
|
|
43,553,740
|
|
43,554
|
|
(59,790)
|
|
-
|
|
-
|
|
(16,236)
|
Cancellation of common shares - July
2006
|
|
(20,000,000)
|
|
(20,000)
|
|
20,000
|
|
-
|
|
-
|
|
-
|
Net loss for the year
|
|
-
|
|
-
|
|
-
|
|
(508,260)
|
|
-
|
|
(508,260)
|
Cumulative translation adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(16,222)
|
|
(16,222)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 October 2006 (Unaudited)
|
|
111,553,740
|
|
111,554
|
|
106,707
|
|
(1,024,415)
|
|
(22,919)
|
|
(829,073)
|
Net loss for the period
|
|
-
|
|
-
|
|
-
|
|
(377,131)
|
|
-
|
|
(377,131)
|
Cumulative translation
adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(105,436)
|
|
(105,436)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2007
|
|
111,553,740
|
|
111,554
|
|
106,707
|
|
(1,401,546)
|
|
(128,355)
|
|
(1,311,640)
|
Net income for the year
|
|
-
|
|
-
|
|
-
|
|
62,296
|
|
-
|
|
62,296
|
Cumulative translation
adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(166,483)
|
|
(166,483)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2008
|
|
111,553,740
|
|
111,554
|
|
106,707
|
|
(1,339,250)
|
|
(294,838)
|
|
(1,415,827)
|
Net loss for the
year
|
|
-
|
|
-
|
|
-
|
|
(94,336)
|
|
-
|
|
(94,336)
|
Cumulative translation
adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
219,034
|
|
219,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2009
|
|
111,553,740
|
|
111,554
|
|
106,707
|
|
(1,433,586)
|
|
(75,804)
|
|
(1,291,129)
|
Net loss for the year
|
|
-
|
|
-
|
|
-
|
|
(117,220)
|
|
-
|
|
(117,220)
|
Cumulative translation
adjustment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(78,521)
|
|
(78,521)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2010
|
111,553,740
|
|
111,554
|
|
106,707
|
|
(1,550,806)
|
|
(154,325)
|
|
(1,486,870)
|
The
accompanying notes are an integral part of these consolidated financial
statements.
18
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
1.
Nature and Continuance of Operations
Molecular Pharmacology (USA) Limited (the "Company") was
incorporated in the state of Nevada
on 1 May 2002 under the name Blue Hawk Ventures, Inc. The Company changed its name to
Molecular Pharmacology (USA) Limited on 29 August 2005. At the same time, the Company completed
a four for one forward split of its issued and outstanding share capital and
altered its share capital to 300,000,000 shares of common stock with a par
value of $0.001 per share.
The Company is a development stage enterprise, as defined in
Accounting
Standards Codification
(the "Codification" or "ASC") 915-10, "
Development Stage Entities
". The Company is devoting
all of its present efforts to securing and establishing a new business and its
current planned principle operations have not commenced. Accordingly, no revenue has been derived
during the organization period.
Up until the fall of 2005, the Company was in the business of mineral
exploration and development of a mineral property. The Company allowed the option on its
mineral claim to lapse in the fall of 2005.
On 13 October 2005, the Company entered into a distribution and supply
agreement (the "Distribution Agreement") with Molecular Pharmacology Pty Ltd
(formerly Molecular Pharmacology Limited) ("MPLA"). MPLA is incorporated under the laws of Australia and
converted to a proprietary company on 29 October 2009. MPLA is a wholly owned subsidiary company
of PharmaNet Group Limited ("PharmaNet"),
an Australian company listed on the Australian Stock Exchange. Under the terms of the Distribution
Agreement, the Company has the exclusive distribution rights to distribute,
market, promote, detail, advertise and sell certain "Licensed Products",
as defined in the agreement (Note 8).
Since signing the Distribution Agreement with MPLA, the Company has
engaged in organizational and start up activities, including developing a new
business plan, recruiting new directors, scientific advisors and key
scientists, making arrangements for laboratory facilities and office space and
raising additional capital. The
Company has generated no revenue from product sales. The Company does not have any
pharmaceutical products currently available for sale, and none are expected to
be commercially available for some time, if at all. The Licensed Products must first undergo
pre-clinical and human clinical testing in the United States before they may be
sold commercially.
The Company completed a share purchase agreement on 8 May 2006 with
PharmaNet. Under the terms of the
agreement the Company acquired 100% of the issued and outstanding shares of
MPLA (the "Purchase Agreement"). The Company, in exchange for 100% of the
issued and outstanding shares of MPLA, issued PharmaNet an aggregate total of
88,000,000 common shares of the Company on the closing of the transaction. The issuance of 88,000,000 common shares
of the Company constituted an acquisition of control of the Company by
PharmaNet. The transaction has been
accounted for as a recapitalization of the Company (Note 2).
MPLA was incorporated on 14 July 2004 under the laws of Australia. The accompanying consolidated financial
statements are the historical financial statements of MPLA.
19
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
On 15 March 2007, the Board of Directors approved a change in the
Company's financial year end from 31 October to 30 June. The decision to
change the fiscal year end was intended to assist the financial community in
its analysis of the business and in comparing the Company's financial
results to others in the industry, and to synchronize the Company's
fiscal reporting with MPLA.
The Company's
consolidated financial statements as at 30 June 2010 and for the year then
ended have been prepared on a going concern basis, which contemplates the
realization of assets and settlement of liabilities and commitments in the
normal course of business. The
Company has a net loss of $117,220 for the year ended 30 June 2010 (30 June
2009 - net loss of $94,336, 30 June 2008 - net income of $62,296, cumulative
- net loss of $1,550,806) and has a working capital deficit of $11,356 at
30 June 2010 (working capital deficit as at 30 June 2009 - $20,369).
Management cannot provide assurance that the Company will ultimately
achieve profitable operations or become cash flow positive, or raise additional
debt and/or equity capital.
Management believes that the Company's capital resources should be
adequate to continue operating and maintaining its business strategy during the
fiscal year ending 30 June 2011.
However, if the Company is unable to raise additional capital in the
near future, due to the Company's liquidity problems, management expects
that the Company will need to curtail operations, liquidate assets, seek
additional capital on less favorable terms and/or pursue other remedial
measures. These consolidated financial
statements do not include any adjustments related to the recoverability and
classification of assets or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
At 30 June 2010, the Company has suffered losses from development stage
activities to date. Although management
is currently attempting to implement its business plan, and is seeking
additional sources of equity or debt financing, there is no assurance these
activities will be successful.
These factors raise substantial doubt about the ability of the Company
to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
2.
Significant Accounting Policies
The following is a summary of significant accounting policies used in
the preparation of these consolidated financial statements.
Basis of presentation
These consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
of America ("U.S. GAAP") applicable for a development stage company
for financial information and are expressed in U.S. dollars.
Principle of consolidation
These consolidated financial statements include the accounts of MPLA
since its incorporation on 14 July 2004 and Molecular Pharmacology (USA)
Limited since the reverse acquisition on 8 May 2006 (Note 1). All intercompany balances and
transactions have been eliminated.
20
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Cash and
cash equivalents
Cash and cash equivalents include highly liquid
investments with original maturities of three months or less.
Financial
instruments
The carrying value of cash and cash equivalents, amounts receivable, accounts
payable and due to related parties approximates their fair value because of the
short maturity of these instruments. The Company's operations are in
Australia and virtually all of its assets and liabilities give rise to
significant exposure to market risks from changes in foreign currency rates.
The Company's financial risk is the risk that arises from fluctuations in
foreign exchange rates and the degree of volatility of these rates.
Currently, the Company does not use derivative instruments to reduce its
exposure to foreign currency risk.
Foreign
currency translation
The Company's functional and reporting currency is
U.S. dollars.
The consolidated financial statements of the Company are
translated to U.S. dollars in accordance with ASC 830, "
Foreign Currency Matters
". Assets
and liabilities denominated in foreign currencies are translated using the
exchange rate prevailing at the balance sheet date. Revenue and expenses are translated at
average rates of exchange prevailing during the year. Translation adjustments
resulting from this process are charged or credited to Other Comprehensive
Income
.
The Company has not, to the date of these consolidated
financial statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.
Derivative
financial instruments
The Company has not, to the
date of these consolidated financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
Equipment
Equipment is recorded at cost and amortization is provided over their
estimated economic lives at the rate of 15% declining balance.
Income
taxes
Deferred income taxes are reported for timing differences between items
of income or expense reported in the financial statements and those reported
for income tax purposes in accordance with
ASC 740, "
Income Taxes
", which requires the
use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and for tax loss and credit carry
forwards.
21
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company provides for deferred taxes
for the estimated future tax effects attributable to temporary differences and
carry-forwards when realization is more likely than not.
Comprehensive income (loss)
ASC
220, "
Comprehensive Income
", establishes
standards for the reporting and display of comprehensive income (loss) and its
components in the financial statements.
As at 30 June 2010, the Company has items that represent a comprehensive
income (loss) and, therefore, has included a schedule of comprehensive income
(loss) in the consolidated financial statements.
Basic and
diluted net loss per share
The Company computes net loss
per share in accordance with ASC 260 "
Earnings per Share
". ASC 260 requires presentation of both
basic and diluted earnings per share ("EPS") on the face of the
income statement. Basic EPS is
computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to
all potentially dilutive common shares outstanding during the period using the
treasury stock method and convertible preferred stock using the if-converted
method. In computing diluted EPS,
the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.
Stock-based compensation
Effective 1 January 2006, the
Company adopted the provisions of ASC 718, "
Compensation
- Stock Compensation
", which establishes accounting for
equity instruments exchanged for employee services. Under the provisions of ASC
718, stock-based compensation cost is measured at the grant date, based on the
calculated fair value of the award, and is recognized as an expense over the
employees' requisite service period (generally the vesting period of the
equity grant). The Company adopted ASC 718 using the modified prospective
method, which requires the Company to record compensation expense over the
vesting period for all awards granted after the date of adoption, and for the
unvested portion of previously granted awards that remain outstanding at the
date of adoption. Accordingly, the financial statements for the periods
prior to 1 January 2006 have not been restated to reflect the fair value method
of expensing share-based compensation. The adoption of ASC 718 does not
change the way the Company accounts for share-based payments to non-employees,
with guidance provided by ASC 505-50, "
Equity-Based
Payments to Non-Employees
".
22
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Changes
in accounting policies
Fair Value
Measurement and Disclosure
In August 2009,
the Financial Accounting Standard Board ("FASB") issued Accounting
Standard Update ("ASU") No. 2009-05, "
Fair Value
Measurement and Disclosure (Topic 820) - Measuring Liabilities at Fair
Value
", which provides valuation techniques to measure fair
value in circumstances in which a quoted price in an active market for the
identical liability is not available.
The guidance provided in this update is effective 1 October 2009. The adoption of this guidance did not
have a material impact on the Company's consolidated financial
statements.
The Accounting Standards
Codification
In June 2009, the FASB issued
Statement of Financial Accounting Standards ("SFAS") No. 168, "
The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principle - a replacement of
FASB Statement No. 162
".
The Codification reorganized existing U.S. accounting and reporting
standards issued by the FASB and other related private sector standard setter
into a single source of authoritative accounting principles arranged by
topic. The Codification supersedes
all existing U.S.
accounting standards; all other accounting literature not included in the
Codification (other than Securities and Exchange Commission guidance for
publicly-traded companies) is considered non-authoritative. The Codification was effective on a
prospective basis for and annual reporting periods ending after 15 September
2009. The adoption of the
Codification changed the Company's references to U.S. GAAP accounting
standards, but did not impact the Company's results of operations,
financial position or liquidity.
Interest in a Variable Interest
Entity
In June 2009, the FASB issued
SFAS No. 167, "
Amendments to FASB
Interpretation No. 46(R)
". SFAS No. 167, which amends ASC 810-10, "
Consolidation
", prescribes a
qualitative model for identifying whether a company has a controlling financial
interest in a variable interest entity ("VIE") and eliminates the
quantitative model. The new model
identifies two primary characteristics of a controlling financial interest: (1)
provides a company with the power to direct significant activities of the VIE,
and (2) obligates a company to absorb losses of and/or provides rights to
receive benefits from the VIE. SFAS
No. 167 requires a company to reassess on an ongoing basis whether it holds a
controlling financial interest in a VIE.
A company that holds a controlling financial interest is deemed to be
the primary beneficiary of the VIE and is required to consolidate the VIE. SFAS No. 167, which is referenced in ASC
105-10-65, has not yet been adopted into the Codification and remains
authoritative. SFAS No. 167 is
effective for financial statements issued for fiscal years and interim periods
beginning after 15 November 2009. The adoption of SFAS No. 167 did
not have a material impact on the Company's consolidated financial
statements.
23
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Transfer of Financial Assets
In June 2009, the FASB issued SFAS No. 166, "
Accounting
for Transfer of Financial Assets - an amendment of FASB Statement
". SFAS No. 166 removes the concept of a
qualifying special-purpose entity from ASC 860-10, "
Transfers
and Servicing
", and removes the exception from applying ASC 810-10, "
Consolidation
". This
statements also clarifies the requirements for isolation and limitations on
portions of financial assets that are eligible for sale accounting. SFAS No. 166, which is referenced in ASC
105-10-65, has not yet been adopted into the Codification and remains
authoritative. SFAS No. 166 is
effective for financial statements issued for fiscal years and interim periods
beginning after 15 November 2009. The adoption of SFAS No. 166 did
not have a material impact on the Company's consolidated financial
statements.
Subsequent
Events
In May 2009, the
FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of
ASC 855, "
Subsequent Events
" is
intended to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or are available to be issued. It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date. This disclosure should alert
all users of financial statements that an entity has not evaluated subsequent
events after that date in the set of financial statements being presented. The new guidance was effective on a
prospective basis for our annual reporting periods ending after 15 June
2009. The adoption of this guidance
did not have a material impact on the Company's consolidated financial
statements.
Convertible
Debt
In May 2008, the
FASB issued new guidance for accounting for convertible debt instruments that
may be settled in cash. The new
guidance, which is now part of ASC 470-20, "
Debt with
Conversion and Other Options
" requires the liability and
equity components to be separately accounted for in a manner that will reflect
the entity's nonconvertible debt borrowing rate. The Company will allocate a portion of
the proceeds received from the issuance of convertible notes between a
liability and equity component by determining the fair value of the liability
component using the Company's nonconvertible debt borrowing rate. The difference between the proceeds of
the notes and the fair value of the liability component will be recorded as a
discount on the debt with a corresponding offset to additional paid-in capital. The resulting discount will be accreted
by recording additional non-cash interest expense over the expected life of the
convertible notes using the effective interest rate method. The new guidance was to be applied
retrospectively to all periods presented upon those fiscal years. The adoption of this guidance did not
have a material impact on the Company's consolidated financial
statements.
24
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Useful
Life of Intangible Assets
In April 2008, the
FASB issued new guidance for determining the useful life of intangible assets,
which is now part of ASC 350, "
Intangibles
-
Goodwill and Other
".
In determining the useful life of intangible assets, ASC 350 removes the
requirement to consider whether an intangible asset can be renewed without
substantial cost of material modifications to the existing terms and conditions
and, instead, requires an entity to consider its own historical experience in
renewing similar arrangements. ASC
350 also requires expanded disclosure related to the determination of
intangible asset useful lives. The
new guidance was effective for financial statements issued for fiscal years beginning
after 15 December 2008. The
adoption of this guidance did not have a material impact on the Company's
consolidated financial statements.
Derivative
Instruments and Hedging Activities
In March 2008, the
FASB issued new guidance on the disclosure of derivative instruments and
hedging activities. The new
guidance, which is now part of ASC 815, "
Derivatives
and Hedging Activities
" requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of, and gains and losses on, derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. The new guidance was
effective prospectively for financial statements issued for fiscal years beginning
after 15 November 2008, with early application encouraged. The adoption of this guidance did not
have a significant impact on the Company's consolidated financial
statements.
Business
Combinations
In December 2007,
the FASB issued revised guidance for accounting for business combinations. The revised guidance, which is now part
of ASC 805, "
Business Combination
"
requires the fair value measurement of assets acquired, liabilities assumed and
any noncontrolling interest in the acquiree, at the acquisition date with
limited exceptions. Previously, a
cost allocation approach was used to allocate the cost of the acquisition based
on the estimated fair value of the individual assets acquired and liabilities
assumed. The cost allocation
approach treated acquisition-related costs and restructuring costs that the
acquirer expected to incur as a liability on the acquisition date, as part of
the cost of the acquisition. Under
the revised guidance, those costs are recognized in the statement of income
separately from the business combination.
The revised guidance applies to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after 15 December 2008. The adoption of this
guidance did not have a material impact on the Company's consolidated
financial statements.
25
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Recent accounting pronouncements
In January 2010, the FASB issued ASU 2010-06,
"Improving Disclosures about Fair Value Measurements."
This update
requires additional disclosure within the roll forward of activity for assets
and liabilities measured at fair value on a recurring basis, including
transfers of assets and liabilities between Level 1 and Level 2 of the fair
value hierarchy and the separate presentation of purchases, sales, issuances
and settlements of assets and liabilities within Level 3 of the fair value
hierarchy. In addition, the update requires enhanced disclosures of the
valuation techniques and inputs used in the fair value measurements within
Levels 2 and 3. The new disclosure requirements are effective for interim and
annual periods beginning after 15 December 2009, except for the disclosure of
purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures
are effective for fiscal years beginning after 15 December 2010. As ASU 2010-06
only requires enhanced disclosures, the Company does not expect that the
adoption of this update will have a material effect on its consolidated financial
statements.
In February 2010, the FASB issued ASU No. 2010-09,
"Amendments to Certain Recognition and Disclosure Requirements"
, which eliminates the requirement for
Securities and Exchange Commission filers to disclose the date through which an
entity has evaluated subsequent events. ASU No. 2010-09 is effective for fiscal
quarters beginning after 15 December 2010. The adoption of ASU No.
2010-06 is not expected to have a material impact on the Company's
consolidated financial statements.
In February 2010, the FASB issued ASU No. 2010-11,
"Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit
Derivatives"
. ASU No. 2010-11 clarifies the type of
embedded credit derivative that is exempt from embedded derivative bifurcation
requirements. Specifically, only one form of embedded credit derivative
qualifies for the exemption - one that is related only to the
subordination of one financial instrument to another. As a result, entities
that have contracts containing an embedded credit derivative feature in a form
other than such subordination may need to separately account for the embedded
credit derivative feature. The amendments in ASU No. 2010-11 are effective for
each reporting entity at the beginning of its first fiscal quarter beginning
after 15 June 2010. Early adoption is permitted at the beginning of each
entity's first fiscal quarter beginning after 5 March 2010. The adoption
of ASU No. 2010-11 is not expected to have a material impact on the
Company's consolidated financial statements.
3.
Equipment
|
|
|
Accumulated amortization
|
|
Net Book Value
|
|
|
Cost
|
|
As at
30 June
2010
|
|
As at
30 June
2009
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Office equipment
|
|
7,840
|
|
5,643
|
|
2,197
|
|
2,920
|
During the year ended 30 June 2010 the total additions
to equipment were $Nil (30 June 2009 - $114).
26
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
4.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued
liabilities are non-interest bearing, unsecured and have settlement dates
within one year.
5.
Due to Related Parties and
Related Party Transactions
As at 30 June 2010, the amount due to
related parties includes $1,000 payable to a director of the Company (30 June
2009
-
$1,000). This
balance is non-interest bearing, unsecured and has no fixed terms of repayment.
As at 30 June 2010, the amount due to
related parties includes $11,030 payable to a company owned by a director of
the Company or an officer of PharmaNet (30 June 2009
-
$25,498). This
balance is non-interest bearing, unsecured and has no fixed terms of repayment.
As at 30 June 2010, the amount due to
related parties includes $Nil payable to a company owned by a director of the
Company or an officer of PharmaNet (30 June 2009
-
$1,124). This
balance is non-interest bearing, unsecured and has no fixed terms of repayment.
As at 30 June 2010, the amount due to
related parties includes $679 payable to a company owned by a director of the
Company or an officer of PharmaNet (30 June 2009
-
$Nil). This
balance is non-interest bearing, unsecured and has no fixed terms of repayment.
As at 30 June 2010, the amount due to
related parties includes $1,465,002 payable to PharmaNet (30 June 2009
-
$1,246,058). This balance is non-interest bearing,
unsecured and has no fixed terms of repayment.
During the year ended 30 June 2010, a
director of the Company or an officer of PharmaNet, and their controlled
entities were paid or accrued consulting fees of $41,920 (30 June 2009 -
$33,877, 30 June 2008 - $79,118, cumulative - $772,494) by the
Company.
During the year ended 30 June 2010, a
director of the Company or an officer of PharmaNet, and their controlled
entities were paid or accrued office and miscellaneous expenses of $17,352 (30
June 2009
-
$19,279, 30
June 2008 - $29,355, cumulative
-
$80,468) by the Company.
During the year ended 30 June 2010, a
director of the Company or an officer of PharmaNet, and their controlled
entities were paid or accrued office and miscellaneous expenses of and $4,481
(30 June 2009 - $Nil, 30 June 2008 - $Nil, cumulative -
$4,481) by the Company.
During the year ended 30 June 2010, a
director of the Company or an officer of PharmaNet, and their controlled
entities were paid or accrued rental fees of $Nil (30 June 2009 - $Nil,
30 June 2008 - $Nil, cumulative - $12,987) by the
Company.
27
Molecular Pharmacology (USA)
Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
Transactions comprising the amount due
to PharmaNet are as follows:
|
|
For the
year
ended
30 June
2010
|
|
For the
year
ended
30 June
2009
|
|
|
$
|
|
$
|
|
|
|
|
|
Opening balance, beginning of period
|
|
1,246,058
|
|
1,411,131
|
Funds
transferred to the Company by PharmaNet
|
|
144,667
|
|
57,948
|
Expenses paid by PharmaNet on behalf of the
Company
|
|
1,557
|
|
520
|
Foreign
currency translation adjustment
|
|
72,720
|
|
(223,541)
|
|
|
|
|
|
Balances as at 30 June 2010 and 2009
|
|
1,465,002
|
|
1,246,058
|
The average amount due to PharmaNet for
the year ended 30 June 2010 was $1,540,053 (30 June 2009
-
$1,270,929, 30 June 2008 - $1,285,705).
6.
Capital Stock
Authorized
The total authorized capital
is 300,000,000 common shares with a par value of $0.001 per common share.
Issued and outstanding
The total issued and
outstanding capital stock is 111,553,740 common shares with a par value of
$0.001 per common share.
28
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
7.
Income Taxes
Income tax expense differs from the amount that would result from
applying the federal income tax rate to earnings before income taxes. These differences result from the
following items:
|
For the
year
ended
30 June
2010
|
|
For the
year
ended
30 June
2009
|
|
For the
year
ended
30 June
2008
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
Loss before income taxes
|
(117,220)
|
|
(94,336)
|
|
62,296
|
|
|
|
|
|
|
Federal income tax rates
|
34.0%
|
|
34.0%
|
|
34.0%
|
|
|
|
|
|
|
Income
tax recovery based on the above rates
|
(39,855)
|
|
(32,074)
|
|
21,180
|
|
|
|
|
|
|
Increase
(decrease) due to:
|
|
|
|
|
|
Non-deductible
expenses
|
-
|
|
-
|
|
364
|
Difference
between US and foreign tax rates
|
2,738
|
|
1,458
|
|
(5,553)
|
Change
in valuation allowance
|
53,228
|
|
(16,114)
|
|
50,918
|
Research
and development tax refund not subject to tax
|
-
|
|
(5,145)
|
|
(58,761)
|
Foreign
exchange and other
|
(16,111)
|
|
51,875
|
|
(8,148)
|
|
|
|
|
|
|
Income tax expense
|
-
|
|
-
|
|
-
|
The composition of the Company's deferred tax assets as at 30
June 2010 and 2009 are as follows:
|
|
As at
30 June
2010
|
|
As at
30 June
2009
|
|
|
$
|
|
$
|
|
|
|
|
|
Net income tax operating loss
carryforward
|
|
1,650,819
|
|
1,479,897
|
|
|
|
|
|
Deferred
tax assets
|
|
521,868
|
|
468,640
|
Less:
Valuation allowance
|
|
(521,868)
|
|
(468,640)
|
|
|
|
|
|
Net
deferred tax asset
|
|
-
|
|
-
|
29
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
The Company has non-capital loss carry-forwards of approximately $1,650,819
that may be available for tax purposes.
The loss carry-forwards are all in respect of US and Australian
operations and expire as follows:
2022
|
20,402
|
2023
|
46,992
|
2024
|
27,717
|
2025
|
14,187
|
2026
|
261,311
|
2027
|
111,155
|
2028
|
77,128
|
2029
|
57,881
|
2030
|
48,766
|
No expiry
|
985,280
|
|
|
|
1,650,819
|
A full valuation allowance has been recorded
against the potential deferred tax assets associated with all the loss
carry-forwards as their utilization is not considered more likely than not at
this time.
8.
Commitment
On
13 October 2005, t
he
Company entered into the Distribution Agreement with MPLA (Note 1).
The basic terms of the Distribution Agreement are as follows:
-
MPLA has granted exclusive distribution rights to the Company to
distribute, market, promote, detail, advertise and sell certain "Licensed
Products", as defined in the Distribution Agreement, with metallo-polypeptide analgesic as an active ingredient, in the United States
(excluding its territories and possessions);
-
The Company paid MPLA $1,000 upon the date of execution of the
Distribution Agreement and is required to pay $100,000 six months from the date
of execution of the Distribution Agreement or the date that any Licensed
Product is available and ready for distribution and sale in commercial
quantities in the United States under the terms of the Distribution Agreement
(the "Commencement Date"), whichever occurs first;
-
The Company is also required to pay MPLA a royalty of 5% as set out in
the Distribution Agreement;
-
MPLA will supply all Licensed Products to the Company under the
Distribution Agreement;
-
MPLA is responsible for obtaining all necessary regulatory approvals
for the licensed product in the United
States; and
30
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
-
The Distribution Agreement is for a one year term
from the Commencement Date and may be automatically
extended by successive one-year periods, unless at least three months prior to
the renewal date,
as defined in the Distribution Agreement, either party advises the other party
that it elects not to permit
the extension of the term.
The
$100,000 payment to MPLA according to the terms of the Distribution Agreement
has not yet been made and the Company is currently renegotiating the terms of
the Distribution Agreement (Note 11).
9.
Supplemental Disclosures with
Respect to Cash Flows
|
|
For the
period from
the date of
inception on
14 July 2004
to 30 June
2010
(Unaudited)
|
For the
year
ended
30 June
2010
|
For the
year
ended
30 June
2009
|
For the
year
ended
30 June
2008
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
Cash paid during the year for income taxes
|
|
-
|
|
-
|
|
-
|
|
-
|
Common shares issued on acquisition of MPLA
|
|
16,236
|
|
-
|
|
-
|
|
-
|
Amounts receivable acquired on recapitalization of
the Company
|
|
|
|
2,226
|
|
-
|
|
-
|
|
-
|
Accounts payable assumed on recapitalization of
the Company
|
|
|
|
54,624
|
|
-
|
|
-
|
|
-
|
Due to related party assumed on recapitalization
of the Company
|
|
|
|
1,000
|
|
-
|
|
-
|
|
-
|
31
Molecular Pharmacology
(USA) Limited
(A Development Stage
Company)
Notes to Consolidated
Financial Statements
(Expressed in U.S.
Dollars)
30 June 2010
10.
Segmented Information
Details on a geographic
basis as at 30 June 2010 are as follows:
|
|
Australia
|
|
U.S.A.
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
Assets
|
|
405,152
|
|
(393,500)
|
|
11,652
|
Loss for the year
|
|
(68,454)
|
|
(48,766)
|
|
(117,220)
|
Details on a geographic
basis as at 30 June 2009 are as follows:
|
|
Australia
|
|
U.S.A.
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
Assets
|
|
348,654
|
|
(335,274)
|
|
13,380
|
Loss
for the year
|
|
(36,455)
|
|
(57,881)
|
|
(94,336)
|
Details on a geographic
basis as at 30 June 2008 are as follows:
|
|
Australia
|
|
U.S.A.
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
Assets
|
|
318,283
|
|
(283,685)
|
|
34,598
|
Loss for the year
|
|
138,829
|
|
(76,533)
|
|
62,296
|
11.
Contingency
The $100,000 payment to MPLA
according to the terms of the Distribution Agreement has not yet been made and
the Company is currently renegotiating the terms of the Distribution Agreement
(Note 8).
12.
Subsequent
Event
There are no subsequent
events for the period from the date of the year ended 30 June 2010 to the date
the consolidated financial statements were available to be issued on 21 September
2010.
32
Item 9. Changes
In and Disagreements with Accountants on Accounting and Financial Disclosure
Molecular USA had no disagreements on
accounting or financial disclosure matters with its independent accountants to
report under this Item 8.
Item 9A. Controls and
Procedures
(a) Evaluation of
Disclosure Controls and Procedures
Disclosure controls are controls and procedures that are designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Our management carried out an evaluation (with the participation of our
CEO and CFO), of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 ("Exchange Act"). Based
upon that evaluation, the Corporation's CEO and CFO have concluded that the Corporation's
disclosure controls and procedures were not effective as of October 31, 2008,
due to management's failure to include its report on internal control over
financial reporting in the Form 10-KSB as required by Item 308T(a)(3) of
Regulation S-B. This matter has now been corrected and added to our
financial filing checklist.
(b) Internal control over financial
reporting
Management's annual report on internal control over
financial reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is intended to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. GAAP. Our internal control over financial
reporting should include those policies and procedures that:
-
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
-
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
applicable GAAP, and that receipts and expenditures are being made only in
accordance with authorizations of management and the Board of Directors; and
-
provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
As required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, with the participation of our Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"), evaluated the
effectiveness of our internal control over financial reporting as of June 30,
2010. Management's assessment took into consideration the size and complexity
of the company and was based on criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control over
Financial Reporting -Guidance for Smaller Public Companies. In performing the
assessment, management has concluded that our internal control over financial
reporting was effective as of June 30, 2010.
33
Attestation report of the registered public
accounting firm
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Corporation's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Corporation to provide only
management's report in this annual report.
Changes in internal control over financial
reporting
There were no changes in our internal controls that occurred during the
quarter covered by this report that have materially affected, or are reasonably
likely to materially affect our internal controls.
Changes in Internal Controls
Based on the evaluation as of June 30, 2010, Jeff Edwards, our
President and Chief Executive Officer, and our Chief Financial Officer have
concluded that there were no significant changes in our internal controls over
financial reporting or in any other areas that could significantly affect our
internal controls subsequent to the date of his most recent evaluation,
including corrective actions with regard to significant deficiencies and
material weaknesses.
Item 9A(T) - Controls and Procedures
See Item 9A - Controls and Procedures above
Item 9B. Other Information
None
PART
III
Item 10. Directors and
Executive Officers
and Corporate
Governance
Identification of
Directors and Executive Officers
The following table sets forth the names of all
directors and executive officers of the Molecular USA as of September 23, 2010
and June 30, 2010. 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
|
Age
|
Position
|
Date Position
First Held
|
Jeffrey D. Edwards
|
59
|
President
and Chief Executive Officer, acting Chief Financial Officer and Director
|
October 28, 2005
|
Mr. Jeffrey D. Edwards
.
Mr. Edwards has over twenty years of experience in managing new
technological innovations in the medical device and pharmaceutical
industry. From 2002 to 2005, Mr.
Edwards as president and shareholder of International Scientific Pty Ltd., managed
a variety of medical and technology projects. In 2002 and 2003, Mr. Edwards was
actively involved with Colltech Australia Limited, a company involved in the
production and sale of collagen.
Colltech is listed on the Australian Stock Exchange ("CAU"). From its inception in 1995 to 2001, Mr.
Edwards was the executive director of Genesis Biomedical Limited, a
pharmaceuticals & biotechnology listed on the Australian Stock Exchange
("GBL"). While at Genesis, Mr. Edwards was responsible for all
medical and clinical activities of the company as well as all day to day
management of staff and corporate activities. Mr. Edwards currently serves as a
director of: OBJ Limited, a drug delivery company listed on the Australian
Stock Exchange ("OBJ") (2005) and Global Energy Medicine Pty Ltd., a
private therapeutic device company (2005).
He also holds the office of Chief Operations Officer of Molecular
Pharmacology Limited, a wholly owned subsidiary of Molecular USA.
34
Family relationships
Not applicable.
Significant Employees
We have no employees who are not executive
officers, but who are expected to make a significant contribution to the Corporation's
business.
Involvement in Certain Legal Proceedings
During the past five years,
none of our directors, or persons nominated to become a director, or executive
officer, promoter or control person:
-
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;
-
was convicted in a criminal
proceeding or named subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
-
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
-
as
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.
Audit Committee Financial Expert
We do not have a member on our Board of
Directors that has been designated as an audit committee "financial
expert." We do not believe
that the addition of such an expert would add anything meaningful to the Corporation
at this time. It is also unlikely
we would be able to attract an independent financial expert to serve on our
Board of Directors at this stage of our development. In order to entice such a director to
join our Board of Directors we would probably need to acquire directors'
errors and omission liability insurance and provide some form of meaningful
compensation to such a director; two things we are unable to afford at this
time.
Under the applicable SEC
standards, an audit committee financial expert means a person who has the
following attributes:
-
understanding of generally accepted accounting principles and
financial statements;
-
ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;
-
experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the registrant's
financial statements, or experience actively supervising one or more
persons engaged in such activities;
-
understanding of internal controls and procedures for financial
reporting; and
-
understanding of audit committee functions.
Audit Committee
Molecular
USA has a designated audit committee consisting of solely of Mr.
Edwards. Mr. Edwards does not meet
the independent requirements for an audit committee member. Molecular USA's audit committee is
responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by our employees of
concerns regarding accounting and auditing matters; (4) engaging outside
advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee. Molecular
USA
has adopted an audit committee charter.
35
Disclosure
Committee and Charter
Molecular
USA has
a disclosure committee and disclosure committee charter. Molecular USA's disclosure committee is
comprised of all of its officers and directors. The purpose of the committee is to
provide assistance to the chief executive officer and the chief financial
officer in fulfilling their responsibilities regarding the identification and
disclosure of material information about Molecular USA and the accuracy,
completeness and timeliness of Molecular USA's financial reports.
Compliance with Section 16(a) of the
Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of
1934, as amended, requires that our executive officers and directors and
persons who own more than 10% of a registered class of our equity securities
file with the Securities and Exchange Commission initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our common stock and other equity securities, on
Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the Securities and Exchange Commission
regulations to furnish us with copies of all Section 16(a) reports they file.
To the best of our knowledge, during the fiscal year ended June 30,
2010, all executive officers, directors and greater than 10% shareholders filed
the required reports in a timely manner.
Code
of Ethics
Molecular
USA has adopted a code of ethics that applies to all its executive officers and
employees, including its CEO and
CFO. A copy of Molecular USA's
adopted code of ethics is attached to this annual report. Molecular USA undertakes to provide any
person with a copy of its code of ethics free of charge. Please contact Molecular
USA at 011-61-8-9443-3011 to request a copy of Molecular USA's code
of ethics. Management believes Molecular USA's code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for
adherence to the code.
Item 11. Executive
Compensation
Summary of Compensation of Executive Officers
The following table summarizes the compensation
paid to our President and Chief Executive Officer during the last three
complete fiscal years. No other
officer or director received annual compensation in excess of $100,000 during
the last three complete fiscal years.
SUMMARY COMPENSATION TABLE
|
Name and
Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
Nonquali-
fied
Deferred
Compen-
sation ($)
|
All Other
Compen-
sation
($)
|
Total
($)
|
John Palermo
Corporate Secretary
of PharmaNet
(1)
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$63,753
|
$63,753
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$58,877
|
$58,877
|
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$80,361
|
$80,361
|
Jeffery D.
Edwards, President, CEO and Director
(2)
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$228,112
|
$228,112
|
Simon Watson,
CFO, Secretary and Director
(3)
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
36
Notes
:
|
(1)
|
Mr. John Palermo is the Corporate Secretary of
PharmaNet. He is not a director or officer of Molecular USA.
Mr. Palermo or entities
controlled by him were paid or accrued consulting fees during the fiscal
periods ended June 30, 2010, fiscal year ended June 30, 2009 and the fiscal
year ended June 30, 2008. Mr. Palermos or entities controlled by him
also were paid or accrued rental fees of $Nil during the fiscal year ended
June 30, 2010
|
(2)
|
Mr. Jeffery D. Edwards was appointed to the office of
President and Chief Executive Officer of Molecular USA on July 20, 2006.
|
(3)
|
Mr. Watson was appointed to the office of Chief
Financial Officer, Secretary and director of Molecular US on June 7, 2006 and
resigned as a director and officer of Molecular USA on November 12, 2008
|
As of the date of this annual report, we have
no compensatory plan or arrangement with respect to any officer that results or
will result in the payment of compensation in any form from the resignation,
retirement or any other termination of employment of such officer's employment
with our Corporation, from a change in control of our Corporation or a change
in such officer's responsibilities following a change in control.
Board of Directors Report on Executive
Compensation
The Board of Directors of Molecular USA is
responsible for reviewing and determining the annual salary and other
compensation of the executive officers and key employees of Molecular USA. The
goals of Molecular USA are to align compensation with business objectives and
performance and to enable Molecular USA to attract, retain and reward executive
officers and other key employees who contribute to the long-term success of Molecular
USA. Molecular USA
will provide base salaries to its executive officers and key employees
sufficient to provide motivation to achieve certain operating goals. Although
salaries are not specifically tied to performance, incentive bonuses are
available to certain executive officers and key employees. In the future,
executive compensation may include without limitation cash bonuses, stock
option grants and stock reward grants. In addition, Molecular USA may set up a
pension plan or similar retirement plans.
Molecular USA has no pension, health, annuity,
insurance, profit sharing or similar benefit plans.
Stock Options/SAR
Grants
During
the fiscal years ended June 30, 2010 and June 30, 2009, we did not grant any
stock options or stock appreciation rights to any of our directors or officers.
There were no stock options exercised during the fiscal year ended June 30, 2010
or June 30, 2009, and there were no stock options or stock appreciation rights
outstanding on June 30, 2010 or June 30, 2009.
Long-Term Incentive Plans/
Equity
Compensation Plan
There are no arrangements or plans in which we
provide pension, retirement or similar benefits for directors or executive
officers, except that our directors and executive officers may receive stock
options at the discretion of our board of directors. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may
be granted at the discretion of our board of directors.
We have no plans or arrangements in respect of
remuneration received or that may be received by our executive officers to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds
$60,000 per executive officer.
Compensation of Directors
No cash compensation was paid to any of our
directors for the director's services as a director during the year ended June
30, 2010 or since our inception. We
have no standard arrangement pursuant to which our directors are compensated
for their services in their capacity as directors except for the granting from
time to time of incentive stock options.
The board of directors may award special remuneration to any director
undertaking any special services on behalf of our Corporation other than
services ordinarily required of a director. Other than indicated below, no director
received and/or accrued any compensation for his services as a director,
including committee participation and/or special assignments.
37
Stock Option
Plans
Molecular
USA
has not adopted a stock option plan or long-term incentive plans at this time.
Item 12. Security Ownership
of Certain Beneficial Owners and Management
and Related
Stockholder Matters
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth, as at September
23, 2010, certain information with respect to the beneficial ownership of our
common stock by each shareholder known by us to be the beneficial owner of more
than five percent (5%) of our common stock, and by each of our current
directors and executive officers.
Each
person has sole voting and investment power with respect to the shares of
common stock, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of
Beneficial Owner
|
Amount and Nature of Beneficial Ownership
(1)
|
Percentage of Class
(1)
|
Pharmanet Group Limited
Level 1
284 Oxford Street
Leederville,
Western Australia 6007
|
78.89%
|
78.89%
|
Jeffery Edwards
10 Koeppe Road, Claremont
Perth
,
Australia 6010
|
0
|
0%
|
Directors
and Executive Officers as a Group
|
0
|
0%
|
Notes:
|
|
(1)
|
Based on 111,553,740
shares of common stock issued and outstanding as of September 23, 2010.
Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined
in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities.
Shares of common stock subject to options or warrants currently exercisable,
or exercisable within 60 days, are deemed outstanding for purposes of
computing the percentage ownership of the person holding such option or
warrants, but are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
|
|
|
|
|
|
|
Changes in Control
There
are no present arrangements or pledges of the Corporations securities which may
result in a change in control of the Corporation.
I
tem 13. Certain
Relationships and Related Transactions, and Directors Independence
Certain Relationships and Related
Transactions
Other than as noted below, none of the following parties
has, during the fiscal year ended June 30, 2010, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us:
-
Any of our directors or officers;
-
Any person proposed as a nominee for election
as a director;
-
Any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to
our outstanding shares of common stock;
-
Any of our promoters; or
38
-
Any relative or spouse of any of the foregoing
persons who has the same house as such person.
As at June 30, 2010, we owe $1,000 to Jeff Edwards, a
director and officer of Molecular USA, for monies advanced by him to us (June
30, 2009 -$1,000). The advances do not carry an interest rate and are due
on demand.
As at June 30, 2010 we owed $11,030 to a company owned by a
director of Molecular USA or an officer of PharmaNet (June 30, 2009 -$25,498).
As at June 30,
2010, the amount due to related parties includes $Nil payable to a company
owned by a director of Molecular USA or an officer of PharmaNet (June 30, 2009
- $1,124). This balance is
non-interest bearing, unsecured and has no fixed terms of repayment.
As at June 30, 2010, the amount due to related parties
includes $679 payable to a company owned by a director of Molecular USA or an officer of PharmaNet
(June 30, 2009 - $Nil). This
balance is non-interest bearing, unsecured and has no fixed terms of repayment.
As of June 30, 2010 we owed $1,465,002
to PharmaNet for loans advanced to us (June 30, 2009- $1,246,058).
PharmaNet owns approximately 78.89% of the common stock of Molecular USA.
This balance is non-interest bearing, unsecured and has no fixed terms of
repayment.
During the fiscal year ended June 30, 2010,
officers and directors of PharmaNet and companies controlled by them were paid
or accrued consulting fees of $41,920 (June 30, 2009 - $33,877, June 30, 2008
- $79,118 cumulative $772,494) by the Corporation.
During the year ended June 30, 2010, a
director of Molecular USA or an officer of PharmaNet, and their controlled
entities were paid or accrued office and miscellaneous expenses of $17,352
(June 30, 2009 - $19,279, June 30, 2008 - $29,355, cumulative
- $80,468) by the Corporation.
During the year ended June 30, 2010, a
director Molecular USA or an officer of PharmaNet, and their controlled
entities were paid or accrued office and miscellaneous expenses of and $4,481
(June 30, 2009 - $Nil, June 30, 2008 - $Nil, cumulative -
$4,481) by the Corporation.
During the fiscal year ended June 30,
2010, officers and directors of PharmaNet or companies controlled by them were
paid or accrued rental fees of $Nil (June 30, 2009 - $Nil, June 30, 2008 cumulative
- $12,987).
As at the date of this annual report, we
do not have any policies in place with respect to whether we will enter into
agreements with related parties in the future.
Director Independence
We currently do not have any independent
directors, as the term "independent" is defined by the rules of the
NASDAQ Stock Market (Note: Our shares of common stock are not listed on NASDAQ
or any other national securities exchange and this reference is used for
definition purposes only).
Item 14. Principal Accountant Fees and Services
Fees and Services
Our principal accountant, James Stafford
Chartered Accountants, billed an aggregate of $18,158 for the fiscal year ended
June 30, 2010 and for professional services rendered for the audited of the Corporation's
annual financial statements and review of the financial statements for the
included in its quarterly reports.
39
The following is an aggregate of fees billed
for each of the fiscal years ended June 30, 2010 and June 30, 2009 for
professional services rendered by our principal accountants:
|
Fiscal
year
ended
June 30,
2010
|
Fiscal
year
ended
June 30,
2009
|
Audit
fees*
|
$12,881
|
$14,642
|
Audit-related
fees
|
5,277
|
4,453
|
Tax
fees
|
-
|
-
|
All
other fees
|
-
|
-
|
Total
fees paid or accrued to our principal accountants
|
$18,158
|
$19,095
|
* Audit
fees consist of fees related to professional services rendered in connection
with the audit of our annual financial statements, the review of the financial
statements included in each of our quarterly reports on Form 10-Q.
Pre-Approval Policies and Procedures
Our policy is to pre-approve all audit and permissible non-audit
services performed by the independent accountants. These services may include audit
services, audit-related services, tax services and other services. Under our audit committee's policy,
pre-approval is generally provided for particular services or categories of
services, including planned services, project based services and routine
consultations. In addition, the
audit committee may also pre-approve particular services on a case-by-case
basis. We approved all services
that our independent accountants provided to us in the past two fiscal years.
Item 15. Exhibits, Financial Statement Schedules
Exhibit Number
|
Exhibit Title
|
2.1
|
Share
Purchase Agreement dated November 25, 2005 to acquire Molecular Pharmacology
Limited (incorporated by reference from our Form 10-KSB Registration
Statement, filed January 31, 2006)
|
3.1
|
Articles
of Incorporation as Amended (incorporated by reference from our Form 10-SB
Registration Statement, filed January
23, 2003)
|
3.2
|
Certificate of Amendment to Articles of Incorporation, dated July 15, 2002
(incorporated by reference from our Form 10-SB, filed January 23, 2003)
|
3.3
|
Certificate of Amendment to Articles of Incorporation, dated August 29, 2005
|
3.4
|
Bylaws
(incorporated by reference from our Form 10-SB Registration Statement, filed
May 2002
|
14.1
|
Code
of Ethics (incorporated by reference from our Form 10-KSB Registration
Statement, filed January 31, 2006)
|
21
|
Subsidiaries
of Molecular USA (incorporated by reference from our Form 10-KSB Registration
Statement, filed January 31, 2006)
|
31.1
|
Certificate of CEO as Required by Rule 13a-14(a)/15d-14
|
31.2
|
Certificate
of CFO as Required by Rule 13a-14(a)/15d-14
|
32
|
Certificate of CEO and CFO as Required by Rule Rule 13a-14(b) and
Rule 15d-14(b) (17 CFR
240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States
Code
|
99.1
|
Disclosure Committee Charter (incorporated by reference from our Form
10-KSB Registration Statement, filed January 31, 2006)
|
99.2
|
Audit Committee Charter (incorporated by reference from our Form
10-KSB Registration Statement, filed January 31, 2006)
|
40
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) 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.
|
MOLECULAR
PHARMACOLOGY (USA) LIMITED
|
|
BY:
|
/s/ Jeffrey D. Edwards
|
|
|
Jeffrey D.
Edwards, President and Chief Executive Officer, Chief Financial Officer
and Member of the Board of
Directors
|
|
Date:
|
September 24, 2010
|
|
|
|
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:
|
|
|
|
BY:
|
/s/ Jeffrey D. Edwards
|
|
|
Jeffrey D.
Edwards, President and Chief Executive Officer, Chief Financial Officer
and Member of the Board of
Directors
|
|
Date:
|
September 24, 2010
|
|
|
|
41
Grafico Azioni Molecular Pharmacology (PK) (USOTC:MLPH)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Molecular Pharmacology (PK) (USOTC:MLPH)
Storico
Da Lug 2023 a Lug 2024