UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
or
[]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ______________
Commission File Number: 000-53449
ANTIVIRAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
| 26-1188469 |
(State or other jurisdiction of incorporation) |
| (IRS Employer Identification Number) |
| ||
Suite 1111, Tower II, Silvercord, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong | ||
(Address of principal executive offices) | ||
(852) 2317 1291 | ||
(Registrant’s telephone number, including area code) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [] Yes [ X ] No
As of June 30, 2010 the Issuer had 150,000,000 shares of common stock issued and outstanding.
i
INDEX
| Page | |
PART I. FINANCIAL INFORMATION |
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Item 1. | Consolidated Financial Statements | 1 |
| Consolidated Balance Sheet as of June 30, 2010 and December 31, 2009 | 2 |
| Consolidated Statements of Income and Comprehensive Income for the six Months ended June 30, 2010 and 2009 | 3 |
| Consolidated Statement of Stockholders' Equity and Accumulated Other Comprehensive Income for the year ended December 31, 2009 and the six months ended June 30, 2010 | 4 |
| Consolidated Statements of Cash Flows for the six months period ended June 30, 2010 and 2009 | 5 |
| Notes to Consolidated Financial Statements | 6-14 |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 15-16 |
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Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 16 |
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Item 4. | Controls and Procedures | 16-17 |
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PART II. OTHER INFORMATION |
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Item 1 | Legal Proceedings | 18 |
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Item 1A | Risk Factors | 18 |
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
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Item 3 | Defaults Upon Senior Securities | 18 |
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Item 4 | Submission of Matters to a Vote of Security Holders | 18 |
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Item 5 | Other Matters | 18 |
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Item 6. | Exhibits | 18 |
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SIGNATURES | 19 | |
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ii
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The consolidated financial statements of Antiviral Technologies, Inc., (the "Company"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company for the fiscal year ended December 31, 2009, as included in the Company's annual report on Form 10-K previously filed with the SEC.
1
ANTIVIRAL TECHNOLOGIES, INC. |
(A Development Stage Company, Formerly Table Mesa Acquisitions, Inc.) |
CONSOLIDATED BALANCE SHEETS |
AS OF JUNE 30, 2010 AND DECEMBER 31, 2009 |
(Stated in US Dollars) |
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|
| June 30, 2010 |
| December 31, 2009 |
| Notes |
| ----------------- |
| ----------------- |
ASSETS |
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Current Assets: |
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Cash and cash equivalents |
| $ | 2,588 | $ | 10,599 |
Prepayments, deposit and other receivables |
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| 8,995 |
| 9,155 |
|
|
| --------------------- |
| --------------------- |
Total current assets |
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| 11,583 |
| 19,754 |
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Non-Current Assets |
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Property, plant and equipments, net | 5 |
| 4,610 |
| 5,222 |
Patents, net | 6 |
| 355,979 |
| 343,413 |
|
|
| --------------------- |
| --------------------- |
Total non-current assets |
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| 360,589 |
| 348,635 |
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|
| --------------------- |
| --------------------- |
Total Assets |
| $ | 372,172
| $ | 368,389 |
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| ============= |
| ============= |
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LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | |||||
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Current liabilities: |
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Accruals and other payables |
| $ | 105,140 | $ | 87,261 |
Amounts due to directors and officers | 7 |
| 363,941 |
| 222,738 |
Amount due to the shareholder | 8 |
| 1,189,696 |
| 1,143,585 |
|
|
| --------------------- |
| --------------------- |
Total Liabilities |
| $ | 1,658,777 | $ | 1,453,584 |
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| --------------------- |
| --------------------- |
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Stockholders' equity/(deficit): |
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Preferred stock, $0.001 par value; 20,000,000 shares authorized; |
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no share issued and outstanding |
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| - |
| - |
Common stock, $0.001 par value; 150,000,000 shares authorized; |
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150,000,000 shares issued and outstanding |
| $ | 150,000 | $ | 150,000 |
Additional paid-in-capital |
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| (144,858) |
| (144,858) |
Accumulated other comprehensive income |
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| 5,709 |
| 1,544 |
Deficit accumulated during the development stage |
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| (1,297,456) |
| (1,091,881) |
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| --------------------- |
| --------------------- |
Total stockholders' equity/(deficit) |
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| (1,286,605) |
| (1,085,195) |
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| --------------------- |
| --------------------- |
Total Liabilities and Shareholders' equity |
| $ | 372,172 | $ | 368,389 |
|
|
| ============ |
| ============ |
The accompanying notes are an integral part of these consolidated financial statements
2
ANTIVIRAL TECHNOLOGIES, INC. |
(A Development Stage Company, Formerly Table Mesa Acquisitions, Inc.) |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME |
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009 AND FROM SEPTEMBER 13, 2007 (INCEPTION) TO JUNE 30, 2010 |
(Stated in US Dollars) |
|
| Three months periods ended June 30 |
| Six months periods ended June 30 |
| For the period from September 13, 2007 | ||||
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| -------------------------------------- |
| -------------------------------------- |
| (Inception) to | ||||
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| 2010 |
| 2009 |
| 2010 |
| 2009 |
| June 30, 2010 |
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| --------------- |
| --------------- |
| --------------- |
| --------------- |
| ------------------------ |
Revenue | $ | - | $ | - | $ | - | $ | - | $ | - |
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| --------------- |
| --------------- |
| --------------- |
| --------------- |
| --------------------- |
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Operating Expenses: |
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Selling and distribution costs |
| - |
| 4,964 |
| 1,048 |
| 9,261 |
| 37,393 |
General and administrative expenses |
| 96,910 |
| 120,269 |
| 204,605 |
| 234,002 |
| 1,142,213 |
|
| --------------- |
| --------------- |
| --------------- |
| --------------- |
| --------------------- |
Loss from operations before other expense |
| (96,910) |
| (125,233) |
| (205,653) |
| (243,263) |
| (1,179,606) |
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Other expenses – net exchange gain / (loss) |
| (1) |
| 19,383 |
| 67 |
| 16,534 |
| (95,237) |
Bad debt written off |
| - |
| - |
| - |
| - |
| (3,585) |
Preliminary expenses |
| - |
| - |
| - |
| - |
| (1,393) |
Interest income |
| 5 |
| 6 |
| 11 |
| 109 |
| 14,327 |
Interest expense |
| - |
| - |
| - |
| - |
| (31,962) |
|
| --------------- |
| --------------- |
| --------------- |
| --------------- |
| --------------------- |
Net loss |
| (96,906) |
| (105,844) |
| (205,575) |
| (226,620) |
| (1,297,456) |
Other comprehensive income |
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Foreign currency translation gain / (loss) |
| 2,864 |
| 16 |
| 4,165 |
| (185) |
| 5,709 |
|
| --------------- |
| --------------- |
| --------------- |
| --------------- |
| --------------------- |
Comprehensive loss |
| (94,042) |
| (105,828) |
| (201,410) |
| (226,805) |
| (1,291,747) |
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| ========= |
| ========= |
| ========= |
| ========= |
| ============ |
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Basic and diluted loss per common share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.01) |
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| ========= |
| ========= |
| ========= |
| ========= |
| ============ |
Basic and diluted weighted average number of common shares of common shares * |
| 150,000,000 |
| 147,000,000 |
| 150,000,000 |
| 147,000,000 |
| 147,761,019 |
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| ========= |
| ========= |
| ========= |
| ========= |
| ============ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
ANTIVIRAL TECHNOLOGIES, INC. |
(A Development Stage Company, Formerly Table Mesa Acquisitions, Inc.) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD FROM SEPTEMBER 13, 2007 (INCEPTION) TO JUNE 30, 2010 |
(Stated in US Dollars) |
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| Additional | Accumulated other |
| Total |
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| Common stock | paid-in | comprehensive | Accumulated | stockholders' | |
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| Shares | Amount | capital | income | deficit | equity (deficit) |
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| US$ | US$ | US$ | US$ | US$ |
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Balance at September 13, 2007 (inception) | - | - | - | - | - | - | |||
Issuance of founder shares | 147,000,000 | 147,000 | (146,999) | - | - | 1 | |||
Foreign currency translation adjustment | - | - | - | 1,052 | - | 1,052 | |||
Net loss | - | - | - | - | (629,869) | (629,869) | |||
| ---------------- | ---------- | -------------- | --------------- | -------------- | --------------- | |||
Balance at January 1, 2009 | 147,000,000 | 147,000 | (146,999) | 1,052 | (629,869) | (628,816) | |||
Reverse acquisition | 3,000,000 | 3,000 | 2,141 | - | - | 5,141 | |||
Foreign currency translation adjustment | - | - | - | 492 | - | 492 | |||
Net loss | - | - | - | - | (462,012) | (462,012) | |||
| ---------------- | ---------- | -------------- | --------------- | -------------- | --------------- | |||
Balance at December 31, 2009 and January 1, 2010 | 150,000,000 | 150,000 | (144,858) | 1,544 | (1,091,881) | (1,085,195) | |||
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Foreign currency translation adjustment | - | - | - | 4,165 | - | 4,165 | |||
Net loss | - | - | - | - | (205,575) | (205,575) | |||
| --------------- | ----------- | -------------- | --------------- | -------------- | --------------- | |||
Balance at June 30, 2010 | 150,000,000 | 150,000 | (144,858) | 5,709 | (1,297,456) | (1,286,605) | |||
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| ========= | ======= | ======== | ========= | ======== | ========= |
The accompanying notes are an integral part of these consolidated financial statements.
4
ANTIVIRAL TECHNOLOGIES, INC. | ||||||||
(A Development Stage Company, Formerly Table Mesa Acquisitions, Inc.) | ||||||||
STATEMENTS OF CASH FLOWS | ||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009 AND FROM SEPTEMBER 13, 2007 (INCEPTION) TO JUNE 30, 2010 | ||||||||
(Stated in US Dollars) | ||||||||
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| For the period from | |||
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| Six months periods ended June 30 |
| September 13, 2007 | |||
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| -------------------------------------- |
| (Inception) to | |||
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| 2010 |
| 2009 |
| June 30, 2010 | |
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| ----------------- |
| ----------------- |
| --------------------------- | |
Cash flows from operating activities: |
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Net Loss |
| $ | (205,575) | $ | (226,620) | $ | (1,297,456) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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| 620 |
| 475 |
| 5,917 | |
Amortization |
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| 1,822 |
| 1,727 |
| 14,166 | |
(Increase) decrease in assets and liabilities: |
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Prepaid expenses, deposit |
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| 160 |
| 516 |
| (8,995) | |
Other receivables |
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| - |
| (5,943) |
| - | |
Accruals |
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| 17,879 |
| (10,495) |
| 104,650 | |
Related party payables |
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| - |
| - |
| 490 | |
Amounts due to directors and officers |
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| 141,203 |
| 86,226 |
| 359,131 | |
Compensatory option issuances |
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| - |
| - |
| 560 | |
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| ------------------ |
| ------------------ |
| --------------------------- | |
Net cash generated/(used) in operating activities |
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| (43,891) |
| (154,114) |
| (821,537) | |
Cash flows from investing activities: |
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Purchase of plant and equipment |
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| 6 |
| (3,228) |
| (10,526) | |
Patents filing costs |
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| (14,338) |
| (12,823) |
| (370,126) | |
|
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| ------------------ |
| ------------------ |
| --------------------------- | |
Net cash used in investing activities |
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| (14,332) |
| (16,051) |
| (380,652) | |
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Cash flows from financing activities: |
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Amount due to the shareholder |
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| 46,110 |
| (50,699) |
| 1,189,696 | |
Sales of common stock |
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| - |
| - |
| 21,000 | |
|
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| ------------------ |
| ------------------ |
| --------------------------- | |
Net cash (used in) provided by financing activities |
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| 46,110 |
| (50,699) |
| 1,210,696 | |
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| ------------------ |
| ------------------ |
| --------------------------- | |
Net increase/(decrease) in cash and cash equivalents |
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| (12,113) |
| (220,864) |
| 8,507 | |
Effect of exchange rate changes on cash and cash equivalents |
|
| 4,102 |
| (137) |
| (5,919) | |
Cash and cash equivalents – beginning of period |
|
| 10,599 |
| 522,833 |
| - | |
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| ------------------ |
| ------------------ |
| --------------------------- | |
Cash and cash equivalents – end of period |
| $ | 2,588 | $ | 301,832 | $ | 2,588 | |
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| =========== |
| =========== |
| ================ | |
Supplemental disclosure of cash flow information: |
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Interest paid |
| $ | - | $ | - | $ | 31,962 | |
|
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| =========== |
| =========== |
| ================ | |
Income taxes paid |
| $ | - | $ | - | $ | - | |
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| =========== |
| =========== |
| ================ | |
The accompanying notes are an integral part of these consolidated financial statements.
* | In 2009, the issuance of Common Stock for the acquisition of Obio (H.K.) of $147,000 by issuance of 147 million shares is not included in the Consolidated Cash Flow Statements due to non-cash in nature. |
5
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 1. ORGANIZATION AND PRINCIPAL ACTIVITY
Antiviral Technologies, Inc. (“the Company”) was incorporated in the state of Nevada on September 13, 2007, as Table Mesa Acquisitions, Inc., and on October 13, 2009, changed its name to Antiviral Technologies, Inc., On October 14, 2009, the Company acquired Obio Pharmaceutical (H.K.) Ltd (“Obio HK”), and its wholly-owned subsidiary, Beijing Obio Pharmaceutical Co., Ltd (“Beijing Obio”) in a share exchange transaction (the “Share Exchange”). This transaction was accounted for as a “reverse merger” with Obio HK deemed to be the accounting acquirer and the Company as the legal acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements for periods prior to the Share Exchange are those of Obio HK, recorded at its historical cost basis. After completion of the Share Exchange, the Company’s consolidated financial statements &n bsp;include the assets and liabilities of both the Company and Obio HK, the historical operations of Obio HK and the operations of the Company and its subsidiaries from the closing date of the Share Exchange.
Obio HK is a Hong Kong corporation which was formed on June 28, 1999 as Pacific Cosmos Investment Limited. After formation, it had several name changes including a change to J & P Capital (Hong Kong) Limited, on August 27, 1999, a change to Omega-Pharma (Hong Kong) Limited, on May 21, 2003, a change to Omega-BioPharma (HK) Limited, on December 10, 2003, and finally, a change to its current name, Obio Pharmaceutical (H.K.) Limited, on March 2, 2009.
Beijing Obio was incorporated under the laws of the PRC as a limited company on January 2, 2008.
The Company and its subsidiaries (hereinafter, collectively referred to as the “Group”) are engaged in human pharmaceutical research and development.
NOTE 2 UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.
As of June 30, 2010, the Company has not generated any revenue and has incurred an accumulated deficit since inception totaling $1,297,456 at June 30, 2010 and its current liabilities exceed its current assets by $1,647,194. These financial statements do not include any adjustments relating to the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Method of Accounting
The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The consolidated financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of consolidated financial statements.
(b)
Principles of consolidation
The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiary. All significant inter-company balances and transactions are eliminated in consolidation.
The Company owned its subsidiary soon after its inception and continued to own the equity’s interests through June 30, 2010. The following table depicts the identity of the subsidiary:
6
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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| Attributable equity Interest % |
| Registered |
Name of subsidiary |
| Place of Incorporation |
| interest % |
| capital |
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Obio Pharmaceutical (H.K.) Ltd |
| Hong Kong |
| 100 |
| $1 |
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Beijing Obio Pharmaceutical Co., Ltd |
| PRC |
| 100 |
| $200,000 |
(c)
Use of estimates
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
(d)
Property, plant and equipment
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:
Office equipment
5 years
Testing equipment
5 years
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.
(e)
Patents
Patents that are acquired by the Company and/or self-invented are stated as cost less accumulated amortization. Amortization is provided over the respective useful lives, using the straight-line method. Estimated useful lives of the patents are 20 years.
(f)
Accounting for the impairment of long-lived assets
The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily
using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.
During the reporting years, there was no impairment loss.
(g)
Cash and cash equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in the United States of America. The subsidiaries of the Company maintain bank accounts in Hong Kong and the PRC.
(h)
Income taxes
The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
7
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.
(i)
Foreign currency translation
The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Hong Kong Dollar (HK$) and Renminbi (RMB). The consolidated financial statements are translated into United States dollars from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
The exchange rates used to translate amounts in HK$ and RMB into USD for the purposes of preparing the consolidated financial statements were as follows:
| June 30, 2010 | December 31, 2009 | June 30, 2009 |
| ------------ | ------------ | ------------ |
Twelve months ended HK$ : USD exchange rate |
| 7.7551 |
|
Six months ended HK$ : USD exchange rate | 7.7847 |
| 7.7504 |
Average six months ended HK$ : USD exchange rate | 7.77168 |
| 7.7530 |
| June 30, 2010 | December 31, 2009 | June 30, 2009 |
| ------------ | ------------ | ------------ |
Twelve months ended RMB : USD exchange rate |
| 6.8372 |
|
Six months ended RMB : USD exchange rate | 6.8086 |
| 6.8448 |
Average six months ended RMB : USD exchange rate | 6.83474 |
| 6.84323 |
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC.
(j)
Comprehensive income
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Company’s current component of comprehensive income is the net income and foreign currency translation adjustment.
(k)
Recently implemented standards
ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the
8
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s fi nancial position or results of operations.
ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and ���non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent ev ents may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.
ASC 944, Financial Services – Insurance (“ASC 944”) contains guidance that was previously issued by the FASB in May 2008 as Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60 that provides for changes to both the recognition and measurement of premium revenues and claim liabilities for financial guarantee insurance contracts that do not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging (formerly included under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities). This financial guarantee insurance contract guidance also expands the disclosure requirements related to these contracts to include such items as a company’s method of tracking insured financial obligations with credit deterioration, financial information about the insured financial obligations, and management’s policies for placing and monitoring the insured financial obligations. ASC 944, as it relates to financial guarantee insurance contracts, was effective for fiscal years beginning after December 15, 2008, except for certain disclosures related to the insured financial obligations, which were effective for the third quarter of 2008. The Company does not have financial guarantee insurance products, and, accordingly, the implementation of this portion of ASC 944 did not have an effect on the Company’s results of operations or financial position.
ASC 805, Business Combinations (“ASC 805”) (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide addit ional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009.
Implementing this guidance did not have an effect on the Company’s financial position or results of operations; however it will likely have an impact on the Company’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.
9
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ASC 810, Consolidation (“ASC 810”) includes new guidance issued by the FASB in December 2007 governing the accounting for and reporting of noncontrolling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that noncontrolling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the noncontrolling interest be clearly identifiable. Additionally, increases and decreases in a parent’s ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Company implement ed this guidance as of January 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.
ASC 825, Financial Instruments (“ASC 825”) includes guidance which was issued in February 2007 by the FASB and was previously included under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115. The related sections within ASC 825 permit a company to choose, at specified election dates, to measure at fair value certain eligible financial assets and liabilities that are not currently required to be measured at fair value. The specified election dates include, but are not limited to, the date when an entity first recognizes the item, when an entity enters into a firm commitment or when changes in the financial instrument causes it to no longer qualify for fair value accounting under a different accounting standard. An entity may elect the fair value option for eligible items that exist at the effective date. At that date, the diff erence between the carrying amounts and the fair values of eligible items for which the fair value option is elected should be recognized as a cumulative effect adjustment to the opening balance of retained earnings. The fair value option may be elected for each entire financial instrument, but need not be applied to all similar instruments. Once the fair value option has been elected, it is irrevocable. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. This guidance was effective as of the beginning of fiscal years that began after November 15, 2007. The Company does not have eligible financial assets and liabilities, and, accordingly, the implementation of ASC 825 did not have an effect on the Company’s results of operations or financial position.
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (formerly included under Statement of Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance that was issued by the FASB in September 2006 that created a common definition of fair value to be used throughout generally accepted accounting principles. ASC 820 applies whenever other standards require or permit assets or liabilities to be measured at fair value, with certain exceptions. This guidance established a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. It also required expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. ASC 820 also provides additional guidance for estimating fair value when the volume and level of activity for the asse t or liability have significantly decreased. The emphasis of ASC 820 is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, under current market conditions. ASC 820 also further clarifies the guidance to be considered when determining whether or not a transaction is orderly and clarifies the valuation of securities in markets that are not active. This guidance includes information related to a company’s use of judgment, in addition to market information, in certain circumstances to value assets which have inactive markets.
Fair value guidance in ASC 820 was initially effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years for financial assets and liabilities. The effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial assets and nonfinancial liabilities was fiscal years beginning after November 15, 2008. Guidance related to fair value measurements in an inactive market was effective in October 2008 and guidance related to orderly transactions under current market conditions was effective for interim and annual reporting periods ending after June 15, 2009.
The Company applied the provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1, 2008 and adopted the remaining provisions relating to certain nonfinancial assets and liabilities on January 1, 2009. The difference between the carrying amounts and fair values of those financial instruments held upon initial adoption on January 1, 2008, was recognized as a cumulative effect adjustment to the opening balance of retained earnings and was not material to the Company’s financial position or results of operations. The Company implemented the guidance related to orderly
10
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
transactions under current market conditions as of April 1, 2009, which also was not material to the Company’s financial position or results of operations.
In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No. 2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of
valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.
In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded c ommitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.
In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whe ther a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity’s economic performance. This statement also enhances disclosures about a company’s involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB
Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.
11
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 4 CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS
Financial instruments which potentially expose the Company to concentrations of credit risk, consists of cash and other receivables as of June 30, 2010 and 2009. The Company performs ongoing evaluations of its cash position and credit evaluations to ensure collections and minimize losses.
As of June 30, 2010 and 2009, the Company’s bank deposits were all placed with banks in Hong Kong and the PRC where there is currently no rule or regulation in place for obligatory insurance of bank accounts.
The maximum amount of loss due to credit risk that the Company would incur if the counter parties to the financial instruments failed to perform is represented the carrying amount of each financial asset in the balance sheet.
NOTE 5 PROPERTY, PLANT AND EQUIPMENT, NET
Property and equipment is summarized as follows:
Depreciation expenses included in the general and administrative expenses for the six months ended June 30, 2010 and for the year ended December 31, 2009 were $620 and $1,096.
NOTE 6 PATENTS, NET
Patents are summarized as follows:
|
| As of June 30, 2010 |
| As of December 31, 2009 |
|
| ---------------------- |
| ---------------------- |
Cost |
|
|
|
|
|
|
|
|
|
Patents | $ | 303,328 | $ | 288,735 |
License |
| 66,798 |
| 67,053 |
|
| ----------------------- |
| ----------------------- |
|
| 370,126 |
| 355,788 |
Accumulated amortization |
| (14,147) |
| (12,375) |
|
| ----------------------- |
| ----------------------- |
|
|
|
|
|
| $ | 355,979 | $ | 343,413 |
|
| ============== |
| ============== |
Amortization included in the general and administrative expenses for the six months ended June 30, 2010 and for the year ended December 31, 2009 were $1,822 and $3,599.
12
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 7 AMOUNTS DUE TO DIRECTORS AND OFFICERS
Amounts due to directors and officers were the amount due to Mr. Francis Chi, Director, Dr. Bill Piu Chan, Director/Chief Executive Officer, Mr. Kin Chung Cheng, Director/Chief Financial Officer and Dr. Jess Gilbert Thoene, Director/Chief Technical Officer and was unsecured, interest free and repayable upon completion of any fund raising exercise of Obio HK or ATI. The balances due to directors and officers are $363,941 and $222,738 as of June 30, 2010 and December 31, 2009 respectively.
NOTE 8 AMOUNT DUE TO THE SHAREHOLDER
Amount due to the shareholder was unsecured, interest free and does not have a fixed repayment date.
NOTE 9 CAPITALIZATION
As a result of the share exchange transaction on October 14, 2009, which is being accounted for as a “reverse merger,” the Group’s capital structure has changed. Following completion of the share exchange transaction, the Company has a total of 150,000,000 shares of $0.001 par value common stock issued and outstanding. The paid-in capital is $150,000 with additional paid-in capital of ($144,858).
NOTE 10 RELATED PARTY TRANSACTIONS
In the normal course of its business, the group carried out the following related party transactions during the six months ended June 30, 2010 and 2009.
|
| For the six months ended | ||
|
| 2010 |
| 2009 |
|
|
|
|
|
Accounting services fee paid to a related party (a) | $ | - | $ | 4,642 |
|
|
|
|
|
Company secretarial fee paid to related parties (b) | $ | 924 | $ | 1,158 |
|
|
|
| �� |
|
|
|
|
|
(a)
The accounting services fee was paid to a related company controlled by Chi Francis, a director of the shareholder.
(b)
The company secretarial fee was paid to related companies controlled by Chan Kin Man, Eddie, a director of the shareholder.
NOTE 11 FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, amount due from/to a director/officers/fellow subsidiary/holding company, other receivables, and accruals approximate their fair values because of the short maturity of these instruments and the availability of the market rates of interest.
13
ANTIVIRAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED)
(Stated in US Dollars)
NOTE 12 SEGMENT INFORMATION
The Company is principally engaged in business of human pharmaceutical research and development. No significant revenues are derived during the reporting periods. Accordingly, no analysis of the Company’s sales and assets by geographical market is presented.
NOTE 13 SUBSEQUENT EVENT
In preparing these financial statements, the Company evaluated the events and transactions that occurred from July 1, 2010 through August 13, 2010, the date these financial statements were issued. The Company has made the required additional disclosures in reporting periods in which subsequent events occur.
14
ITEM 2. MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.
Overview
History
The Registrant was incorporated in the state of Nevada on September 13, 2007, as Table Mesa Acquisitions, Inc., and on October 13, 2009, changed its name to Antiviral Technologies, Inc.. On October 14, 2009, the Registrant acquired Obio Pharmaceutical (H.K.) Limited, and its wholly-owned subsidiary, Beijing Obio Pharmaceutical Co., Ltd. in a share exchange transaction. This transaction was accounted for as a “reverse merger” with Obio HK deemed to be the accounting acquirer and the Registrant as the legal acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements for periods prior to the share exchange transaction are those of Obio HK, recorded at its historical cost basis. Following completion of the share exchange transaction, the Registrant’s consolidated financial statements include the assets and liabilities of both the Registrant and Obio HK, the hi storical operations of Obio HK and the operations of the Registrant and its subsidiaries from October 14, 2009, the closing date of the share exchange transaction.
Corporate Background
We are a development stage biotechnology company utilizing Cysteamine compositions in the development of antiviral drugs for human application. We have been assigned rights in certain patents and have obtained licenses to use certain technology owned by Walcom Group Limited. The rights assigned or licensed to us by Walcom include its proprietary micro-encapsulation technology for cysteamine. We intend to use the rights assigned or licensed to us by Walcom Group, which were developed by Walcom Group for use in develop of products for animals, in conjunction with efforts to develop products for human application.
Because we are in the development stage of operations the relationships between revenue, cost of revenue, and operating expenses reflected in our financial statements are not necessarily indicative of the relationship between and among such items as we expand and as we progress towards operations. Accordingly, there is currently no basis upon which we are able to provide a meaningful comparison of our results of operation for one period as compared to another period.
Liquidity and Capital Resources
As of June 30, 2010, we had current assets of $11,583 consisting of cash and cash equivalents of $2,588 as well as deposits and prepayments of $8,995. As of June 30, 2010, our total assets were $372,172, consisting primarily of the net value of patents of $360,589.
As of June 30, 2010, our current liabilities were $1,658,777, consisting primarily of amounts due to our shareholder in the amount of $1,189,696, which are unsecured, interest free and repayable upon demand.
15
As described more fully below under Plan of Operations, our plan of operations calls for significant expenditures in connection with conducting additional research and development activities and conducting clinical trials TG 21.
Plan of Operations
Our plan of operations for the fiscal year ending December 31, 2010, is to continue to conduct additional research and development activities regarding TG 21 and other potential antiviral solutions for various viruses. Our initial consideration will be to begin pre-clinical and clinical trials in China in cooperation with the South China Center for Innovative Pharmaceuticals (SCCIP), to undertake efforts in the United Kingdom directed toward international recognition of TG 21, to conduct additional research and development in India and to prepare for filing of additional patent applications in various countries.
We currently estimate that we will require approximately US$7 million to conduct initial clinical trials and the additional research and development activities described above, and approximately US$3 million for working capital purposes. We do not currently have any arrangements in place to obtain the necessary financing for these activities and may not be able to find such financing on terms which are acceptable to us. We believe the most likely source of additional financing presently available to us is through sale of equity capital after, or in conjunction with, the process of establishing a public trading market for our shares. There can be no assurance that a trading market will be established, or we will be able to raise additional capital on terms we consider satisfactory, either after, or in conjunction with, the establishment of a trading market for our shares.
We have no current sources of liquidity other than cash on hand. We do not have in place any line of credit or other credit facility, and our lack of revenue and assets with which to be collateralized of a loan would make borrowing from conventional financial institutions or funds a difficulty. For this reason, we believe that the most feasible source of funds currently available to us is from the offer and sale of equity securities, or debt securities convertible into equity securities either after, or in conjunction with, the establishment of a public trading market for our shares.
Going Concern Consideration
The Company is a development stage company. The Company incurred a net loss of $205,575 for the six months ended June 30, 2010 and has accumulated net loss of $1,297,456 as at June 30, 2010. The Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. Failure to secure such financing and to raise additional equity capital may result in the Company depleting its available funds and not being able to pay its obligations. These financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Co mpany maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
16
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting during the period ended June 30, 2010, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
17
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
ITEM 1A. RISK FACTORS
Smaller reporting companies are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
3.1 | Original Articles of Incorporation filed with the State of Nevada on September 13, 2007, incorporated by reference from exhibit to Form 10 filed with the Securities and Exchange Commission on October 8, 2008 (incorporated by reference from exhibit to Form 8-K filed with the Securities and Exchange Commission on October 22, 2009). |
3.2 | Bylaws incorporated by reference from exhibit to Form 10 filed with the Securities and Exchange Commission on October 8, 2008 (incorporated by reference from exhibit to Form 8-K filed with the Securities and Exchange Commission on October 22, 2009). |
31.1 | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
32.2 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
* filed herewith
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ANTIVIRAL TECHNOLOGIES, INC.
By:
/s/ Bill Piu CHAN
--------------------------------------------------
Bill Piu CHAN, Chief Executive Officer
Date: August 13, 2010.
By:
/s/ Kin Chung CHENG
-------------------------------------------------------
Kin Chung CHENG, Chief Financial Officer
Date: August 13, 2010.
19