Via Facsimile and U.S. Mail
Mail Stop 6010
February 24, 2006
Ian Downs
President and Treasurer
Molecular Pharmacology (USA) Ltd.
8721 Santa Monica Boulevard, Suite 1023
Los Angeles, CA 90069-4507
Re: Molecular Pharmacology (USA) Ltd.
Preliminary Proxy Statement on Schedule 14A filed February
13,
2006
File No. 000-50156
Dear Mr. Downs:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Preliminary Proxy Statement on Schedule 14A
General
1. Please tell us how you determined that Molecular Pharmacology
Limited is the accounting acquirer in the proposed transaction.
Please reference paragraph 17 of SFAS No. 141, as well as any
other
applicable literature, in your response. Additionally, please
provide
us with information that supports your determination regarding the
appropriate financial statements for the accounting acquirer,
Molecular Pharmacology Limited, to be provided according to Item
310(c)(3) of Regulation S-B.
Accounting Treatment of the Transaction, page 18
2. Please clarify that MPLA is the accounting acquirer. It is
unclear what is meant by "nominal acquiree."
Information Concerning MPLA
Independent Audit Report to the Members of Molecular Pharmacology
Limited, page 52
3. We note that the report from the independent auditors of
Molecular
Pharmacology Limited`s financial statements appears to contain a
disclaimer or qualifying statement. Item 310 of Regulation S-B
indicates that the financial statements should comply with Item
8.A
of Form 20-F; Item 8.A.3 of Form 20-F indicates that such
qualifications and disclaimers are generally not accepted.
Additionally, the instructions to Item 8.A.2 of Form 20-F indicate
that the financial statements must be audited in accordance with
U.S.
generally accepted auditing standards. Also refer to PCAOB
Auditing
Standard Number 1 for guidance in future filings with the SEC once
the reverse acquisition has been consummated. Please ask your
auditors to comply with the guidance in their auditors` report.
4. Please ask your auditors to revise the opinion to clearly
designate the audited periods. Your statements of financial
performance indicate that an audit was performed for both of the
periods ended June 30, 2005 and September 30, 2005.
Audited Statements of Financial Peformance, page 54
5. Please refer to Note 2 to Item 310 of Regulation S-B and tell
us
how the audited financial statements of Molecular Pharmacology
Limited comply with Items 8.A and 17 of Form 20-F and Item 3-20 of
Regulation S-X. In addition, please revise the statements to
clearly
designate the periods presented; for example, clarify whether the
June 30, 2005 statement of operations represents the period from
inception (July 14, 2004) to June 30, 2005.
6. Giving consideration to your determination under comment 1
above
regarding the accounting acquirer in the proposed transaction, as
well as to comments 2 and 3, please provide the following for
Molecular Pharmacology Limited:
* refer to Items 310(a) of Regulation S-B and furnish the audited
statements of changes in shareholders` deficit and cash flows;
* refer to Note 2 to Item 310 of Regulation S-B and provide the
general notes to the financial statements, as outlined in Article
4-
08 of Regulation S-X; and
* refer to Item 310(c)(3) of Regulation S-B and update the interim
financial statements accordingly; please also furnish the
unaudited
statement of cash flows for the most recent interim period.
Pro Forma Financial Information, page 20
7. We note that you have presented the pro forma financial
statements
as of and for the fiscal year ended October 31, 2005, which is
Molecular Pharmacology (USA) Limited`s fiscal year-end. Please
specify whether you are maintaining the fiscal year-end of the
accounting acquiree (Molecular Pharmacology USA). Please also
provide
the appropriate exchange information to reconcile Molecular
Pharmacology Limited`s financial statement information into U.S.
dollars and include detailed notes to the pro forma information.
8. It appears the proposed transaction will merge a shell company
(Molecular Pharmacology (USA) Limited) with an operating entity
(Molecular Pharmacology Limited) and thus would be characterized
as a
recapitalization. Please revise the pro forma information, as
follows, to reflect the recapitalization:
* reverse the common stock of Molecular Pharmacology Limited and
reflect the issuance of the 88 million shares of Molecular
Pharmacology (USA) Limited;
* eliminate Molecular Pharmacology (USA) Limited`s retained
earnings
and APIC;
* record the residual difference against APIC, except to the
extent
equity is negative, in which case the amount would be recorded
against retained earnings; and
* revise the pro forma statements of operations to eliminate the
effect of the operations of Molecular Pharmacology (USA) Limited.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Amy Bruckner at (202) 551-3657 or Mary Mast
at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters. Please contact Zafar
Hasan
at (202) 551-3653 or me at (202) 551-3710 with any other
questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: A. Cormick
Venture Law Corp.
618-688 West Hastings St.
Vancouver, British Columbia, Canada
U6B 1P1
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Ian Downs
Molecular Pharmacology (USA) Ltd.
February 24, 2006
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