|OMB APPROVAL                                                                                          
|------------------------------------------------------------------------------------------------------
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,

Washington, D.C. 20549



FORM 10-KSB



(X)   Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Fiscal Year Ended June 30, 2003



(  )   Transaction Report Under Section 13 or 15(d) of Securities Exchange Act of 1934



For the transition period from ______ to ______



Commission File Number: 333-06718





VIROPRO, INC.

(Exact Name of Small Business Registrant as Specified in its Charter)



NEVADA

65-0645502

(State or other jurisdiction of

(IRS Employer Identification

Incorporation or Organization)

Number)



3163 Kennedy Boulevard, Jersey City, New Jersey

07306

(Address of Principal Executive Offices)

(Zip Code)



Registrant's Telephone Number: (201) 217-4137



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, $.0001 par value.

(Title of Class)



Indicate by check mark whether the Registrant (1) has filed all documents and reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or such 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.   YES [X]    No [  ]



Indicate by check mark if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained in this form and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [X]



State Registrant's revenues for its most recent fiscal year: $0



State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of June 30,  2003: $55,798.



APPLICABLE ONLY TO CORPORATE REGISTRANTS



The number of shares outstanding of the Registrant's sole class of Common Stock as of June 30, 2003 were 49,974,749.

---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



FORWARD-LOOKING STATEMENTS



This Report on Form 10-KSB contains certain forward-looking statements. These forward looking statements include statements regarding (i) research and development plans, marketing plans, capital and operations expenditures, and results of operations; (ii) potential financing arrangements; (iii) potential utility and acceptance of the Registrant's existing and proposed products; and (iv) the need for, and availability of, additional financing.



The forward-looking statements included herein are based on current expectations and involve a number of risks  and uncertainties. These forward-looking statements are based on assumptions regarding the business of Interactive Multimedia Network, Inc., the ("Company"), which involve judgments with respect to, among other things, future economic and competitive conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, actual results may differ materially from those set forth in the forward-looking statements.



























(This space left intentionally blank.)









































---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003





PAGE

PART I



ITEM 1.

DESCRIPTION OF BUSINESS



ITEM 2.

DESCRIPTION OF PROPERTY



ITEM 3.

LEGAL PROCEEDINGS



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





PART II



ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

STOCKHOLDER MATTERS





ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION





ITEM 7.

FINANCIAL STATEMENTS





ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE





PART III



ITEM 9.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT





ITEM 10.

EXECUTIVE COMPENSATION





ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT





ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





PART IV



ITEM 13.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS

ON FORM 8-K





ITEM 14.

CONTROLS AND PROCEDURES





SIGNATURES





CERTIFICATIONS















---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



PART I



Item 1. Description of Business



Background



During the nine months ended March 31, 1998 the Company conducted its business as Food Concepts, Inc. Its primary business activity was retail and wholesale sales of gourmet and specialty coffees. Food Concepts was a roaster, packer and seller of roasted coffees and produced over 70 flavored coffees.



On March 31, 1998, the Company divested itself of its coffee operations by spinning off this business operation to It's Coffee Lovers, Inc., a Nevada corporation. On this same date, the Company acquired Insecta Sales and Research, Inc. Effective with this acquisition the Company changed its name to Viropro, Inc. Also on this date, the entire management of the Company changed with the resignations of Herb and Francis Glaubman and the appointment of Donald Grummer, as President; and Pat Quinlan as Vice President.



From March 31, 1998 through the fiscal year ended June 30, 2001, Viropro's sole operational division was Insecta Sales and Research, Inc., which marketed a line of insecticide products under the brand name Insecta. The change in business focus manifested through the acquisition of Insecta allowed the Company to effectively develop and aggressively market high quality, preemptive and efficacious insect control products which were marketed to consumers and industrial users and insect control professionals.



The Company received notification from the EPA (Environmental Protection Agency) that the active ingredient in the Companys products would be no longer available for sale for consumer or professional use effective December 2001. The Company had until that date to sell its inventory of products containing this ingredient.  The Company sought a replacement product without success. The Company has written off its inventory and has substantially curtailed its operations.



In October of 2002, the Company assigned all of its rights, title and interest of its wholly-owned subsidiary Insecta Sales & Research, Inc. to Prime Time Insects, Inc. (A Bahamian Corporation) owned by a related party. In consideration for these assets and the use of the "Insecta" name and abandoned EPA registration, "Prime Time" will assume in its entirety an accounts payable of $210,125 of Insecta Sales & Research, Inc.



It is actively looking for revenue producing acquisition targets in diverse business areas in an effort to provide a potential of continued shareholder value. No potential acquisition targets have been found as of this date and there can be no guarantees that a suitable company can be found.



Employees



The Company has no employees.



Item 2. Description of Property



The Company presently maintains its corporate offices in a 1,000 square foot location in Jersey City, New Jersey. The term of the lease the Corporate space is month to month. Management believes that these facilities provide adequate space for its operations and that should the need arise it would be able to lease additional or replacement space.





---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



Item 3. Legal Proceedings



The Company is not a party to any legal proceeding.



Item 4. Submission of Matters to Vote of Security Holders



No matter was submitted to a vote of security holders during the fourth quarter of fiscal year 2003.



PART II



Item 5. Market for Common Equity and Related Stockholder Matters



The Company's Common Stock is traded on the OTCBB under the symbol "VROP".



On October 25, 1995 Granite, Ltd. the predecessor of Food Concepts, Inc. acquired all of the outstanding stock of Savon Coffee, Inc. for 20,000,000 shares of Granite common stock $.0001 par value which was subsequently reverse split one for ten leaving 2,000,000 shares $.001 par value which then constituted approximately 85.6 percent of the corporation. Granite reserved or issued outstanding securities in consideration for the conveyance of all shares of Savon stock which then constituted 100 percent of Savon's authorized issued and outstanding securities. In conjunction therewith the  Certificate of Incorporation of Granite was amended affecting a one for ten reverse split of the corporations common stock $.0001 par value (converting the 50,000,000 shares then authorized into 5,000,000 shares, $.001 par value, and the 3,327,300 then outstanding into 332,700 shares, $.0001 par value, followed by an increase in the resulting authorized capitalization of Granite from 5,000,000 shares, $.0001 par value to 20,000,000, $0001 par value. Subsequent thereto the name of the Company was changed from Granite, Ltd. to Savon Coffee, Inc. a Nevada corporation and said Savon subsequently had its name changed to Food Concepts, Inc. a Nevada corporation on March 26, 1996. Effective March 31, 1998 the Company changed its name to Viropro, Inc. The common stock is traded on the OTCBB. There is no other established market for the Company's securities.



The following table sets forth the range of high and low bid prices for the Company's common stock as quoted by the OTCBB.  These quotations set forth below represent prices between dealers in securities and do not reflect retail markups, markdowns, or commissions and do not necessarily represent actual transactions.



SHARES OVER THE COUNTER



LOW

HIGH

QUARTER ENDING

BID

BID

------------------------------------

---------

---------

June 30, 2001

$0.01

$0.01

September 30, 2001

$0.005

$0.005

December 31, 2001

$0.004

$0.005

March 31, 2002

$0.005

$0.006

June 30, 2002

$0.005

$0.02

September 30, 2002

$0.008

$0.02

December 31, 2002

$0.008

$0.013

March 31, 2003

$0.008

$0.013

June 30, 2003

$0.008

$0.01





---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



As of June 30, 2003 there were in excess of 380 shareholders (based on the number of shareholders of record and an approximation of the number of beneficial owners of common stock). Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors out of funds legally available therefore. The Company has not paid any cash dividends on its common stock and, for the immediate future, intends to retain earnings, if any, to finance development and expansion of its business. Future dividends policy is subject to the discretion of the Board of Directors.



In general, under Rule 144, as currently in effect, subject to the satisfaction of certain other conditions, a person, including an affiliate of the Company (in general, a person who has a control relationship with the Company) who has owned restricted securities of common stock beneficially for at least one year is entitled to sell, within any three-month period, that number of shares of a class of securities that does not exceed the greater of (i) one percent (1%) of the shares of that class then outstanding or, if the common stock is quoted on NASDAQ, (ii) the average weekly trading volume of that class during the four calendar weeks preceding such sale. A person who has not been an affiliate of the Company for at least the three months immediately preceding the sale and has beneficially owned shares of common stock for at least two (2) years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.



Item 6. Management's Discussion and Analysis or Plan of Operation



The following discussion and analysis should be read in conjunction with the Financial Statements appearing elsewhere in this report.



RESULTS OF OPERATIONS



TWELVE MONTHS ENDED JUNE 30, 2003 AND 2002



During the twelve month period ending June 31, 2003, the Company incurred a loss of $39,290 compared to a loss of $58,320 for the same period ended June 30, 2002. Losses reflect the interest on loans payable and modest administrative expenses.



REVENUES



During the twelve month period ending June 30, 2003, the Company's revenues were zero dollars the same as during for the fiscal year ended June 30, 2002.  Revenue from sales activities are recognized when the product is shipped to the client. Revenue is totally dependant on the Company's ability to sell and distribute its products.



The Company had a onetime gain of $210,125 during fiscal 2003 from the assignment of its Insecta subsidiary to a related party. This party, Prime Time Insects, Inc. assumed all of the liabilities of this discontinued subsidiary in return for the assignment of the Insecta name and the abandoned EPA registration.



OPERATING EXPENSES



During the twelve months ended June 30, 2003, the Company incurred zero dollars in operating expenses, the same during the previous fiscal year. This decrease reflects the cessation of sales due to the EPA ruling.











---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES



At June 30, 2003, as well as at June 30, 2002, the Company had no cash and cash equivalents. Company operations are not generating sufficient cash to maintain operations. The Company's cash resources were determined entirely on the volume of sales and services generated.  The Company reviewed all non-essential activities and expenditures and aggressively curtailed these items to assist in reducing the cash used in operating activities. To cover expenditures, the Company had borrowed $583,200 from a shareholder from the years 1997-1999. This loan is a demand note bearing a 10% interest rate. Interest of $268,166 had been accrued at December 31, 2002.  On February 20, 2003, the outstanding note balance of $851,366 was settled with the issuance of 42,500,000 shares of common stock.



The Company has written off its inventory and has substantially curtailed its operations. The Company is cognizant of the fact that it will in all likelihood be unable to find a replacement active ingredient to use with in its Insecta brand products. It is therefore actively looking for revenue producing acquisition targets in diverse business areas in an effort to provide a  potential for continued shareholder value.



No potential acquisition targets have been found as of this date and there can be no guarantees that a suitable company can be found.





Item 7. Financial Statements





















VIROPRO, INC.



AUDITED FINANCIAL STATEMENTS



JUNE 30, 2003 and 2002



























---













INDEPENDENT AUDITORS REPORT







Board of Directors

Viropro, Inc.



I have audited the accompanying balance sheets of Viropro, Inc. as of June 30, 2003 and 2002 and the related statements of operations, shareholders equity (deficiency) and cash flows for the years then ended.  These financial statements are the responsibility of the Companys management.  My responsibility is to express an opinion on these financial statements based on my audit.



I conducted my audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audits provide a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Viropro, Inc. at June 30, 2003 and 2002, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.   .



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has experienced an operating loss and management has determined that it will require additional capital to continue funding operations and meet its obligations as they come due.  These conditions raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.









/s/ Mark Cohen CPA



Mark Cohen C.P.A.

A Sole Proprietor Firm





Hollywood, Florida

September 15, 2003























---



|VIROPRO, INC.
CONSOLIDATED BALANCE SHEET
|----------------------------------------
|Assets                                  
|                                        
|                                        
|                                        
|                                        
|Current Assets                          
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Liabilities and Shareholder's Equity    
|                                        
|Current Liabilities                     
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Shareholder's Equity                    
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        















Read the accompanying significant accounting notes to financial statements, which are an integral part of this financial statement.



---



|VIROPRO, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
|---------------------------------------------------------------------------------------------
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Revenue                                                                                      
|                                                                                             
|Cost of Revenue                                                                              
|                                                                                             
|Gross Profit                                                                                 
|                                                                                             
|Operating expenses:                                                                          
|Selling, general and administrative expenses                                                 
|Total operating expenses                                                                     
|                                                                                             
|Income(Loss) before other income (expense)                                                   
|                                                                                             
|Other income (expense):                                                                      
|Interest expense (principally related party)                                                 
|Total other income (expense)                                                                 
|                                                                                             
|Income (Loss) from continuing operations                                                     
|                                                                                             
|Discontinued operations:                                                                     
|Gain on assignment of subsidiary                                                             
|Income (Loss) from operations of discontinued subsidiary                                     
|                                                                                             
|                                                                                             
|                                                                                             
|Net Income (Loss)                                                                            
|                                                                                             
|Basic weighted average common shares outstanding                                             
|                                                                                             
|Basic and diluted Loss per common share                                                      
|                                                                                             
|                                                                                             





















Read the accompanying significant accounting notes to financial statements, which are an integral part of this financial statement.



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|VIROPRO, INC.
STATEMENT OF SHAREHOLDERS' DEFICIT
|------------------------------------------------
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|Balance, ending June 30, 2001                   
|                                                
|Net loss year ended June 30, 2002               
|                                                
|Balance, ending June 30, 2002                   
|                                                
|Issuance of shares for settlement of liabilities
|                                                
|Net income -  year ended June 30, 2003          
|                                                
|Balance, ending June 30, 2003                   
|                                                



















































Read the accompanying significant accounting notes to financial statements, which are an integral part of this financial statement.



---



|VIROPRO, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
|--------------------------------------------------------------------------------
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           
|                                                                                
|Net Income (Loss)                                                               
|                                                                                
|Changes in Operating assets and liabilities:                                    
|                                                                                
|                                                                                
|Net cash provided by/(used in) operating activities                             
|                                                                                
|                                                                                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           
|                                                                                
|                                                                                
|Net cash provided by/(used in) investing activities                             
|                                                                                
|                                                                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           
|                                                                                
|                                                                                
|Net cash provided by/(used in) financing activities                             
|                                                                                
|                                                                                
|Net increase (decrease) in cash and cash equivalents                            
|Cash and cash equivalents, beginning of period                                  
|                                                                                
|Cash and cash equivalents, end of period                                        
|                                                                                
|                                                                                
|Supplemental information:                                                       
|                                                                                
|Issuance of shares for settlement of related party debt                         
|                                                                                
|                                                                                













Read the accompanying significant accounting notes to financial statements, which are an integral part of this financial statement.



---

Viropro Inc.

Notes to Financial Statements

June 30, 2003



NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION



Viropro, Inc. (fka Food Concepts, Inc.) was organized under the laws of the State of Nevada on June 16, 1982. On October 27, 1995 the Company reorganized and acquired Savon Coffee, Inc. as a wholly owned subsidiary. On January 1, 1996, the Company acquired Palm Beach Gourmet Coffee, Inc. as a wholly owned subsidiary. On March 31, 1998 the Company divested itself of its coffee operations. It acquired Insecta Sales and Research, Inc. as a wholly owned subsidiary. The principal business of the Company which had been the wholesale distribution of various insecticides, has shut down.



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation



The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period.  Certain amounts included in the financial statements are estimated based on currently available information and managements judgment as to the outcome of future conditions and circumstances.  Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of financial statements and actual results could differ from the estimates and assumptions.  Every effort is made to ensure the integrity of such estimates.



Fair value of Financial Instruments



The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued expenses and other liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments.



Earnings(Loss) Per Share of Common Stock



Earnings (Loss) per common share are calculated under the provisions of SFAS No. 128, Earnings per Share, which establishes standards for computing and presenting earnings per share.  SFAS No. 128 requires the Company to report both basic earnings (loss) per share, which is based on the weighted-average number of common shares outstanding during the period, and diluted earnings (loss) per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding.  Options and warrants are not considered in calculating diluted earnings (loss) per share since considering such items would have an anti-dilutive effect.



Statement of Cash Flows



For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.



















---

Viropro Inc.

Notes to Financial Statements

June 30, 2003



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncements:



The Statement of Financial Accounting Standards Board (SFAS) No. 141, Business Combinations, was issued by the Financial Accounting Standards Board (FASB) in July 2001.  This Statement establishes standards for accounting and reporting for business combinations.  This statement requires the purchase method of accounting to be used for all business combinations, and prohibits the pooling-of-interests method of accounting.  This Statement is effective for all business combinations initiated after June 30, 2001 and supercedes APB Opinion No. 16, Business Combinations as well as Financial Accounting Standards Board Statement of Financial Accounting Standards No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises.  The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



The Statement of Financial Accounting Standards Board (SFAS) No. 142, Goodwill and Other Intangible Assets, was issued by the Financial Accounting Standards Board (FASB) in July 2001.  This Statement addresses how intangible assets that are acquired individually or with a group of other assets should be accounted for in financial statements upon their acquisition.  This statement requires goodwill amortization to cease and for goodwill to be periodically reviewed for impairment, for fiscal years beginning after October 31, 2001.  SFAS No. 142 supercedes APB Opinion No. 17, Intangible Assets. The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



The Statement of Financial Accounting Standards Board (SFAS) No. 143, Accounting for Asset Retirement Obligation, was issued by the Financial Accounting Standards Board (FASB) in August 2001.  This Statement will require companies to record a liability for asset retirement obligations in the period  in which they are incurred, which typically could be upon completion or shortly thereafter.  The FASB decided to limit the scope to legal obligation and the liability will be recorded at fair value. This Statement is effective for fiscal years beginning after June 15, 2002.  The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



The Statement of Financial Accounting Standards Board (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, was issued by the Financial Accounting Standards Board (FASB) in October 2001.  This Statement provides a single accounting model for long-lived assets to be disposed of and replaces SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.  This Statement is effective for fiscal years beginning after December 15, 2001. The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



NOTE 3  GOING CONCERN



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The company reported a net loss of $39,290 from continuing operations for the year ended June 30, 2003. Continuation of the Company as a going  concern is  dependent  upon  obtaining sufficient  working  capital for its planned activity.  Additional capital and/or borrowings will be necessary in order for the Company to continue in existence until attaining and sustaining profitable operations.  The Company is aggressively pursuing strategic alliances which will bring a cash infusion, restructuring and a forward looking business plan.



NOTE 4 -RELATED PARTY TRANSACTIONS



Between September 1997 through June 1999, the Company borrowed funds under notes payable aggregating $583,200 from Jade Investments, a major shareholder controlled entity, with interest at 10%. The notes are payable on demand. Interest of $268,166 had been accrued at December 31, 2002.  On February 20, 2003, the outstanding note balance of $851,366 was settled with the issuance of 42,500,000 shares of common stock.









---

Viropro Inc.

Notes to Financial Statements

June 30, 2003





NOTE 5  ASSIGNMENT OF WHOLLY-OWNED SUBSIDIARY



On October 16, 2002, the Company assigned all of its rights, title and interest of its wholly-owned subsidiary Insecta Sales & Research, Inc. to Prime Time Insects, Inc. (A Bahamian Corporation) owned by a related party. In consideration for these assets and the use of the "Insecta" name and abandoned EPA registration, "Prime Time" will assume in its entirety an accounts payable of $210,125 of Insecta Sales & Research, Inc.



NOTE 6  INCOME TAXES



The Company did not provide any current or deferred United States federal, state or foreign income tax provision or benefit for the period presented because it has experienced operating losses since inception.  The Company has provided a full valuation allowance on the deferred tax asset, consisting primarily of net operating loss carryforwards, because of uncertainty regarding its realizability.









































































---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



The Company's current auditor, Mark Cohen, CPA conducted the audit for the fiscal year ended June 30, 2003 and 2002.  There have been no changes in or disagreements with the Company's accountants during the period covered by this annual report.



PART III



Item 9. Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act



(A) DIRECTORS AND EXECUTIVE OFFICERS



IDENTIFICATION OF DIRECTORS



Set forth below is the name, age and length of service of the Company's present directors:



NAME

AGE

POSITION

LENGTH OF SERVICE

-------------------------------------------

--------

-----------------

--------------------------------

Hugh D. Johnson

(76)

Director

Since 1998



The directors are elected for a one-year term or until their successors have been elected and qualified. There are no arrangements or understandings between any of the directors and other persons pursuant to which such person was selected as a director.



IDENTIFICATION OF EXECUTIVE OFFICERS



Set forth below is the name, age and length of service of the Company's present Executive Officers:





NAME

AGE

POSITION

LENGTH OF SERVICE

-------------------------------------------

--------

--------------------------

--------------------------------

Hugh D. Johnson

(76)

President

Since 2000

Secretary/Treasurer

Since 1998



Executive Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been elected and qualified. There are no arrangements or understandings between any of the directors, officers, and other persons pursuant to which such person was selected as an Executive Officer.



Set forth below is certain biographical information regarding each Director and Executive Officer of the Company.







---



VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



HUGH D. JOHNSON, Director, President, Secretary/Treasurer, and Co-founder, has guided the formation, structuring  and financing  of INSECTA.  He has an extensive background in the financial Industry and was associated with L. F.  Rothschild & Co and Merrill Lynch, Pierce, Fenner and Smith.



(B)   IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES



The company has no employees.



(C)   FAMILY RELATIONSHIPS



There is no family relationship between any Director, Executive Officer, or person nominated or chosen by the Registrant to become a Director or Executive Officer



(D)   INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS



So far as the Company is aware, no Director, or person nominated to become a Director or Executive Officer, has been involved in any legal proceedings during the past five years.



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



So far as the Registrant is able to ascertain, all officers and directors of the Company are in compliance with information required under Section 16(a) of the Securities Exchange Act of 1934, as amended.



Item 10.   Executive Compensation



The Company paid no cash or other compensation in excess of $60,000 to any executive officer or director of the Company during the fiscal year ended June 30, 2003.



No executive officers are covered by major medical insurance and disability plans maintained by the Company.



Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth the number and percentage, as of June 30, 2003 of the company's Common Shares owned of record and/or beneficially by each person owning more than 5% of such Common Shares, by each Director who owns any shares of the Company and by all officers and directors as a group.



Name

Percentage Owned

Number of Shares Owned

-------------------------------

--------------------

--------------------------------

Jade Investments (Bahamas) Ltd



85%

42,500,000



Hugh D. Johnson

0%

0

All officers and directors

as a group

0%

0











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VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003



Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The Company and its former operating company Insecta borrowed money form Jade Investments, a major shareholder of the company aggregating to the amount of $583,200. The notes covering these loans carried 10% per annum interest and were payable on demand.  Interest of $268,166 had been accrued at December 31, 2002.  On February 20, 2003, the outstanding note balance of $851,366 was settled with the issuance of 42,500,000 shares of common stock.



On October 16, 2002, the Company assigned all of its rights, title and interest of its wholly-owned subsidiary Insecta Sales & Research, Inc. to Prime Time Insects, Inc. (A Bahamian Corporation) owned by a related party.  In consideration for these assets and the use of the "Insecta" name and abandoned EPA registration, "Prime Time" assumed, in its entirety, an accounts payable of $210,125 of Insecta Sales & Research, Inc.



PART IV



Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



(a) Exhibits required by Item 601



(2)

Plan of Acquisition, reorganization, arrangement, liquidation or succession.

Form 8K 04-16-1998

(2)

(3)(i)

Articles of Incorporation

P (2)

(3)(ii)

Bylaws.

P (2)

(4)

Instruments defining the rights of security holders, including indentures.

(1)

(9)

Voting trust agreements.

(1)

(10)

Material contracts.

(1)

(11)

Statement re: computation of per share earnings.

(1)

(13)

Annual or quarterly reports, Form 10Q

(1)

(16)

Letter re: change in certifying accountant.

(1)

(18)

Letter re: change in accounting principles.

(1)

(20)

Other documents or statements to security holders.

(1)

(21)

Subsidiaries of the Registrant.

(3)

(22)

Published report regarding matters submitted to vote of security holders.

(1)

(23)

Consents of Experts and counsel.

(1)

(24)

Power of Attorney.

(1)

(27)

Financial Data Schedule (no longer required)

(1)

(31)

Certification required by Rule 13a-14(a) or Rule 15d-14(a).

(3)

(32)

Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the

Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

(3)

(99)

Additional Exhibits.

(1)



(1) These items have either been omitted or are not applicable

(2) Incorporated by reference to previous filing

(3) Attached



(b)  The Company filed the following reports on Forms 8K and 8K/A during the fiscal year ended June 30, 2003:



Item 4, 7

02/18/2003

Item 4, 7

04/22/2003

Item 4, 7

02/25/2003

Item 4, 7

05/07/2003

Item 1, 7

03/12/2003



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VIROPRO, INC.

FORM 10-KSB

JUNE 30, 2003





Item 14.  Controls and Procedures



The Registrants President and Principal Accounting Officer have evaluated the Registrants disclosure controls and procedures within 90 days of the filing date of this annual report.  Based upon this evaluation, the Registrants CEO and principal Accounting Officer concluded that the Registrants disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange commission.



There were no significant changes in the Registrants internal controls or, to the knowledge of the management of the Registrant, in other factors that could significantly affect these controls subsequent to the evaluation date.







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



VIROPRO, INC.







BY:/s/ Hugh D. Johnson

HUGH D. JOHNSON

President



Dated: September 24, 2003