FINANCIAL
STATEMENTS
|
|
INDEPENDENT
AUDITOR'S REPORT
|
1
|
BALANCE
SHEET
|
2
|
STATEMENTS
OF OPERATIONS
|
3
|
STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)
|
4
|
STATEMENTS
OF CASH FLOWS
|
5
|
NOTES
TO FINANCIAL STATEMENTS
|
6
|
ASSETS
|
||||
Current
assets
|
||||
Cash
and cash equivalents
|
$
|
165,194
|
||
Note
receivable - employee, current portion
|
15,559
|
|||
Prepaid
expenses
|
26,760
|
|||
207,513
|
||||
Property
and equipment, net of accumulated
|
||||
depreciation
of $4,774
|
59,674
|
|||
Note
receivable - employee, net of current portion
|
31,117
|
|||
Intangible
assets, net of accumulated
|
||||
amortization
of $1,807
|
41,511
|
|||
Deposits
|
33,400
|
|||
$
|
373,215
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||
Current
liabilities
|
||||
Accounts
payable and accrued expenses
|
$
|
804,313
|
||
Accrued
interest - convertible notes payable
|
302,466
|
|||
Due
to related party
|
84,109
|
|||
1,190,888
|
||||
Convertible
notes payable
|
4,000,000
|
|||
5,190,888
|
||||
Commitments
and contingencies
|
||||
(Notes
1, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12)
|
||||
Stockholders'
equity (deficit)
|
||||
Common
stock, $.001 par value; 25,000,000 shares
|
||||
authorized,
5,000,000 issued and outstanding
|
5,000
|
|||
Additional
paid-in capital
|
7,167
|
|||
Deficit
accumulated during the development stage
|
(4,829,840
|
)
|
||
(4,817,673
|
)
|
|||
$
|
373,215
|
Six
months ended
June 30, 2007
|
Period
from
August , 205
(inception)
through
June
30, 2007
|
||||||
Revenues
|
$
|
-
|
$
|
380,835
|
|||
Grant
income
|
|||||||
Operating
expenses
|
|||||||
Research
and development
|
1,421,277
|
4,310,683
|
|||||
General
and administrative
|
721,496
|
901,353
|
|||||
2,142,773
|
5,032,036
|
||||||
Loss
from operations
|
(2,142,773
|
)
|
(4,651,201
|
)
|
|||
Interest
income
|
23,962
|
123,827
|
|||||
Interest
expense
|
(119,014
|
)
|
(302,466
|
)
|
|||
Net
loss
|
$
|
(2,237,825
|
)
|
$
|
(4,829,840
|
)
|
Common
Stock
|
Additional
paid-incapital
|
Deficit
accumulated
during
the
development
stage
|
Total
|
|||||||||||||
Shares
|
Amount
|
|||||||||||||||
Issuance
of common
stock
to founders at
$0.001
per share
|
5,000,000
|
|
5,000
|
|
-
|
|
-
|
$
|
5,000
|
|||||||
Founders'
shares
returned
to treasury
|
(500,000
|
)
|
-
|
-
|
-
|
-
|
||||||||||
Issuance
of common
stock
to licensor at $0.001 per share
|
500,000
|
-
|
500
|
500
|
||||||||||||
Issuance
of stock
options
for services at $0.25
|
-
|
-
|
10,000
|
-
|
10,000
|
|||||||||||
Net
loss, period from
August
1, 2005 (inception) to
December
31, 2006
|
-
|
-
|
-
|
(2,592,015
|
)
|
(2,592,015
|
)
|
|||||||||
Balance
at December 31,
2006
|
5,000,000
|
5,000
|
10,500
|
(2,592,015
|
)
|
(2,576,515
|
)
|
|||||||||
Net
loss, period from
January
1, 2007 to June 30, 2007
|
-
|
-
|
-
|
(2,237,825
|
)
|
(2,237,825
|
)
|
|||||||||
Cancellation
of stock
options
issued in 2006 at $0.25
|
-
|
-
|
(3,333
|
)
|
-
|
(3,333
|
)
|
|||||||||
Balance
at June 30, 2007
|
5,000,000
|
$
|
5,000
|
$
|
7,167
|
$
|
(4,829,840
|
)
|
$
|
(4,817,673
|
)
|
Six
months ended
June 30, 2007
|
Period
from
August 1, 2005
(inception)
through
June
30, 2007
|
||||||
Cash
flows from operating activities
|
|||||||
Net
loss
|
$
|
(2,237,825
|
)
|
$
|
(4,829,840
|
)
|
|
Adjustments
to reconcile net loss to net
cash
used in operating activities
|
|||||||
Depreciation
and amortization
|
6,227
|
6,581
|
|||||
Stock
based compensation
|
(3,333
|
)
|
7,167
|
||||
Changes
in operating assets and liabilities
|
|||||||
Increase
in prepaid expenses
|
(27,760
|
)
|
(27,760
|
)
|
|||
Increase
in deposits
|
(18,400
|
)
|
(33,400
|
)
|
|||
Increase
in accounts payable and accrued expenses
|
326,200
|
804,313
|
|||||
Increase
in accrued interest - notes payable
|
119,014
|
302,466
|
|||||
Increase
in due to related party
|
78,280
|
84,109
|
|||||
Net
cash used in operating activities
|
(1,756,597
|
)
|
(3,685,364
|
)
|
|||
Cash
flows from investing activities
|
|||||||
Purchase
of property and equipment
|
(47,585
|
)
|
(64,448
|
)
|
|||
Investment
in notes receivable - employee
|
(46,676
|
)
|
(46,676
|
)
|
|||
Cash
paid for intangible assets
|
(6,183
|
)
|
(43,318
|
)
|
|||
Net
cash used in investing activities
|
(100,444
|
)
|
(154,442
|
)
|
|||
Cash
flows from financing activities
|
|||||||
Proceeds
from sale of common stock
|
-
|
5,000
|
|||||
Proceeds
from sale of convertible notes payable
|
-
|
4,000,000
|
|||||
Net
cash provided by financing activities
|
-
|
4,005,000
|
|||||
Net
(decrease) increase in cash and cash equivalents
|
(1,857,041
|
)
|
165,194
|
||||
Cash
and cash equivalents, beginning of period
|
2,022,235
|
-
|
|||||
Cash
and cash equivalents, end of period
|
$
|
165,194
|
$
|
165,194
|
1
|
Organization
and business activities
|
2
|
Significant
accounting policies
|
3
|
License
agreement
|
4
|
Note
receivable - employee
|
5
|
Convertible
notes payable
|
6
|
Stockholder's
equity
|
7
|
Stock
based compensation
|
Risk-free
interest rate
|
4.70
%
|
Volatility
|
62.67
%
|
Estimated
life in years
|
4
years
|
Dividends
paid
|
None
|
Options
|
|
Shares
|
|
Weighted-Average
Exercise
Price
|
|||
2006
and prior
|
|||||||
Options
granted
|
75,000
|
$
|
0.25
|
||||
Options
exercised
|
-
|
$
|
-
|
||||
Outstanding
at December 31, 2006
|
75,000
|
$
|
0.25
|
||||
Exercisable
at December 31, 2006
|
75,000
|
$
|
0.25
|
||||
2007
|
|||||||
Options
granted
|
-
|
$
|
-
|
||||
Options
exercised
|
-
|
$
|
-
|
||||
Options
cancelled
|
(25,000
|
)
|
$
|
0.25
|
|||
Outstanding
at June 30, 2007
|
50,000
|
$
|
0.25
|
||||
Exercisable
at June 30, 2007
|
50,000
|
$
|
0.25
|
8
|
Pension
plan
|
9
|
Related
parties
|
10
|
Income
taxes
|
Noncurrent
net operating loss carry forwards
|
$
|
1,895,000
|
||
Other
noncurrent
|
4,000
|
|||
Total
noncurrent
|
1,899,000
|
|||
Other
current
|
-
|
|||
Total
deferred tax assets
|
1,899,000
|
|||
Deferred
tax valuation allowance
|
(1,899,000
|
)
|
||
Net
deferred taxes-
|
$
|
-
|
11
|
Commitments
and contingencies
|
Year
ending December 31,
|
||||
2007
(six month period)
|
$
|
38,786
|
||
2008
|
79,437
|
|||
2009
|
82,233
|
|||
2010
|
27,722
|
|||
$
|
228,178
|
Year
ending December 31,
|
||||
2007
(six month period)
|
$
|
242,500
|
||
2008
|
485,000
|
|||
2009
|
485,000
|
|||
2010
|
151,042
|
|||
$
|
1,363,542
|
12
|
Subsequent
events
|