Molecular Pharmacology Ltd. (MLPH.OB)
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Entry into Material Agreement, Change in Directors or Principa
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Molecular Pharmacology (USA) Limited (the Molecular) has entered into a distribution and supply agreement with Molecular Pharmacology Limited (MPL), dated October 13, 2005 (the Agreement). MPL is incorporated under the laws of Australia and is a wholly owned subsidiary company of Pharmanet Group Limited, an Australian company listed on the Australian Stock Exchange
The basic terms of the Agreement are as follows:
º MPL has granted exclusive distribution rights to Molecular to distribute, market, promote, detail, advertise and sell certain Licensed Products, as defined in the Agreement, with metallo-polypeptide analgesic as an active ingredient, in the United States (excluding its territories and possessions);
º Molecular is required to pay MPL one thousand dollars ($1,000) upon the date of execution of the Agreement; and one hundred thousand dollars ($100,000) six (6) months from the date of execution of the 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 Agreement (the Commencement Date), whichever occurs first;
º Molecular is also required to pay MPL a royalty of 5% as set out in the Agreement;
º MPL will supply all licensed products to Molecular under the Agreement;
º MPL is responsible for obtaining all necessary regulatory approvals for the licensed product in the United States; and
º the 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 (3) months prior to the renewal date, as defined in the Agreement, either party advises the other party that it elects not to permit the extension of the term.
A copy of the Agreement is attached as Exhibit 10.1 to this Form 8-K.
Form 10QSB for MOLECULAR PHARMACOLOGY (USA) LTD
Item 2 - Management Discussion and Analysis or Plan of Operation
Some of the Information in this Quarterly Report on Form 10-QSB Contains Forward-Looking Statements
Some of the information in this Quarterly Report on Form 10-QSB contains forward-looking statements that involve risks and uncertainties. You can identify these statements by forward-looking words such as may, will, expect, anticipate, believe, estimate and continue or similar words. You should read statements that contain these words carefully because they:
? discuss our expectations about our future performance;
? contain projections of our future operating results or of our future financial condition; or
? state other forward-looking information.
We believe it is important to communicate our expectations to our stockholders. There may be events in the future, however, that we are not able to predict accurately or over which we have no control. The risk factors listed in this section, as well as any cautionary language in this Quarterly Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Quarterly Report could have a material and adverse effect on our business, results of operations and financial condition.
We were incorporated in the state of Nevada on May 01, 2002. Since incorporation, we have been in the business of the exploration and development of a mineral property. Our mining property consists of an option to acquire the Little Bear Lake Claims situated in eastern Manitoba, Canada. The claims consist of twelve (12) mineral claims which in total cover an area of approximately 1,600 hectares (3,954 acres). Our property is without known reserves and our program is exploratory in nature. We have completed the physical work involved in the phase I exploration program and on May 31, 2004 received a report with recommendations for future efforts based upon the work completed to date. We have not been involved in any bankruptcy, receivership or similar proceeding nor has there been any material reclassification or merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business
Plan of Operations
Molecular believes we can satisfy our cash requirements for the current fiscal year end of October 31, 2005, only through the raising of additional capital through private placements, equity financing or loans and the like. As of July 31, 2005, we had a deficiency of $15,293.
For the balance of the current fiscal year (to October 31, 2005) we will concentrate our efforts on a review of the results of the Phase I exploration program on the Little Bear Claims and to securing additional capital to carry on with Phase II of the exploration program. Following industry trends and demands, we are also considering the acquisition of other properties to conduct exploration works for gold. In either situation, we will have to raise further capital either through an equity or debt financing to continue to that period.
It is our current intention to proceed to Phase II of our exploration program in the late Fall of 2005 at an estimated cost of $60,000, also based on the recommendations of Mr. Busch's Report, which costs are again a reflection of local costs for the type of work program planned. We will proceed to Phase II only if we are also successful in being able to secure the capital funding required to complete Phase II. Similarly, if Phase II is not successful, we will terminate the option on the claims and cease operations of the business.
If it turns out that we have not raised enough money to complete our secondary exploration program, we will try to raise additional funds from a second public offering, a private placement, loans or the establishment of a joint venture whereby a third party would pay the costs associated with the phase II and we would retain a carried interest. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and can't raise it, we will have to suspend or cease business operations.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended October 31, 2004, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.
In addition to concentrating on the foregoing, Molecular is currently exploring the possibility of entering into a new business line. We were approached in the last quarter by a group looking to act as a distributor of a pharmaceutical product in the United States market. Although we have not entered into any formal agreement with this group we are seriously considering this opportunity and have requested further information and continue to discuss the terms any such agreement would take. In anticipation that we may be able to negotiate a suitable agreement with this group we have changed our name to reflect this new line of business.
At present, we have no employees, other than Messrs. Cox and Doutaz, our officers and directors. Messrs. Cox and Doutaz do not have employment agreements with us. We do not expect any significant changes in the number of employees at this time. We intend to rely on consultants and sub-contractor specialists on an as needed basis in specific fields of expertise for any mining exploration work we may undertake or any new business line we may enter into.
Corporate Changes Undertaken This Quarter
On August 29, 2005, Molecular changed completed a four (4) for one forward split of its issued and outstanding shares of common stock and amended its Articles of Incorporation to change its name from Molecular Ventures, Inc. to Molecular Pharmacology (USA) Limited; and to amend its authorized share capital to 200,000,000 shares of common stock with a par value of $0.001 per share and 100,000,000 shares of preferred stock with a par value of $0.001 per share.
Majority stockholders holding approximately 61.83% of the issued and outstanding shares of Molecular had approved the transaction by written resolution on July 27, 2005. A Schedule 14C Information Circular concerning the actions taken was filed with the Securities and Exchange Commission and mailed to the record date stockholders of Molecular on August 8, 2005.
As of July 31, 2005, we have had no off-balance sheet arrangements.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS:
APPOINTMENT OF PRINCIPAL OFFICERS
Messrs. Byron G. Cox and Brian C. Doutaz have resigned from their positions as directors and officers of Molecular. Mr. Byron G. Cox held the office of President, Chief Executive Officer, Principal Executive Officer and was a Member of the Board of Directors of Molecular. Mr. Brian C. Doutaz held the office Secretary, Treasurer, Chief Financial Officer, Principal Financial Officer and was a Member of the Board of Directors of Molecular. The resignations of Messrs. Cox and Doutaz are effective as 5:00 P.M., Pacific Standard Time on October 13, 2005. Messrs. Cox and Doutaz did not resign due to any disagreement with Molecular on any matter related to its operations, policies or practices.
The Board of Directors of Molecular on October 13, 2005, elected Mr. Ian Downs as a director effective immediately. Mr. Downs has also been appointed President, Chief Executive Officer, Chief Financial Officer and Secretary Molecular effective as 5:00 P.M.,
Change in Directors or Principal Officers, Financial Statements
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS:
APPOINTMENT OF PRINCIPAL OFFICERS
The Board of Directors of Molecular on October 28, 2005, elected Mr. Jeff Edwards as a director effective immediately.
Mr. Jeffrey D. Edwards is fifty-two (52) years of age. Mr. Edwards brings to the company 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 Pharmanet Group Limited which is listed on the Australian Stock Exchange (PNO) (2005).
There is no family relationship among the above officers and directors.
There are no relationships or related transactions required to be disclosed concerning Mr. Downs.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
As described in Item 2.01 of this Report, the following exhibit is filed as part of this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press Release dated October 28, 2005
Tja, was soll man dazu sagen? Keine Mitarbeiter, Umsatz keine Angabe, und dann noch das: There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing.
Ich bin echt ratlos.
Vielleicht weiss Kicki ja was über dieses UN.
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