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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,

Washington, D.C. 20549



FORM 10-KSB/A

Amendment No. 2



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

For the Fiscal Year Ended November 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.

(Name of Small Business Issuer in its Charter)



|NEVADA
(State or other jurisdiction of incorporation or organization) |  | 13-3124057
(I.R.S. Employer Identification Number)
|--------------------------------------------------------------------- |  | --------------------------------------------------



4480 Cote de Liesse Suite 355, Montreal, Quebec, Canada (514) 731-5552

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)



|Richard Lee
163 Kennedy Boulevard,
Jersey City, New Jersey 07306
(201) 217-4137 | 
|------------------------------------------------------------------------------- | 

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Securities registered under Section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act:



Common Stock, $.001 par value.

(Title of Class)



Check whether the issuer: (1)  filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 [  ]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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 issuer's revenues for its most recent fiscal year: $0



State the aggregate market value of the voting and non-voting common equity  held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days.:  $2,338,615 on January 30, 2004.



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:    4,116,974 shares of common stock on January 30, 2004.



|SEC 2337 (12-03) | Persons who potentially are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



































































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VIROPRO, INC.

FORM 10-KSB

November 30, 2003



PAGE

PART I

ITEM 1.         DESCRIPTION OF BUSINESS

4



ITEM 2.         DESCRIPTION OF PROPERTY

5



ITEM 3.         LEGAL PROCEEDINGS

5



ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

5



PART II



ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

STOCKHOLDER MATTERS

5



ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

6



ITEM 7.         FINANCIAL STATEMENTS

7



ITEM 8.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

19



ITEM 8A.       CONTROLS AND PROCEDURES

19



PART III



ITEM 9.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

19



ITEM 10.       EXECUTIVE COMPENSATION

20



ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

20



ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

20



PART IV



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

21



SIGNATURES

22



INDEX TO EXHIBITS

23



CERTIFICATIONS

24









3





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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  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" assumed in its entirety an accounts payable of $210,125 of Insecta Sales & Research, Inc.



Since such date, the Companys only business activities has been to look for revenue producing acquisition targets in diverse business areas in an effort to provide a potential of continued shareholder value.



On December 18, 2003, the Company entered into a Letter of Intent with Central Network Communications to acquire CNC Holdings Inc. and on January 21, 2004 signed a Stock Exchange Agreement.  The Agreement provides, in essence, for the Company to acquire CNC through the issuance of 20,000,000 shares of common stock to the stockholders of Central Network Communications Inc., CNCs parent.  CNC primarily develops and licenses software for the healthcare industry.  CNC is a private Canadian corporation.



Employees



The Company has no employees.





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Item 2. Description of Property



The Company presently maintains its corporate offices in the offices of one of its shareholders in Jersey City, New Jersey. Inasmuch as the Company has no real business activity the space is used on an as needed basis at no cost to the Company and as a mail drop. Management believes that these facilities are adequate for its current situation and that should the need arise it would be able to lease additional or replacement space.



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, or during the period July 1, 2003 through November 30, 2003 which is the period of the Companys shortened fiscal/accounting year due to its change of fiscal year end from June 30 to November 30.



PART II



Item 5. Market for Common Equity and Related Stockholder Matters



The Company's Common Stock is traded on the OTC:Bulletin Board under the symbol "VPRO".  Prior to November 26, 2003, the stock traded under the symbol VROP.



The following table sets forth the range of high and low closing prices for the Company's common stock as quoted by the OTC:BB. 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. All prices have been adjusted to account for the 1:12.14 reverse split enacted on November 26, 2003.





HIGH

LOW

-----------

----------



QUARTER ENDING

February 28, 2002

$0.061

$0.049

May 31, 2002

$0.073

$0.061

August 31, 2002

$0.243

$0.061

November 30, 2002

$0.243

$0.097

February 28, 2003

$0.243

$0.097

May 31, 2003

$0.243

$0.073

August 31, 2003

$0.231

$0.073

November 30, 2003

$2.55

$0.097





As of November 30, 2003 there were 442 shareholders of record. 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.





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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.



Plan Of Operations



The Company has no operations and is an inactive shell.  Its only business activities is making its required filings with the SEC to stay current and searching for an operating business to acquire.  The Company had a one time 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.



Since there are no employees or other overhead expenses, the Company incurred zero dollars in operating expenses, the same during the previous fiscal year.



At November 30, 2003 as well as at June 30, 2003 and June 30, 2002, the Company had no cash and cash equivalents. 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.



On December 18, 2003, the Company signed a Letter of Intent to acquire CNC for 20,000,000 shares. A long form Exchange Agreement was signed on January 21, 2004, and the closing thereunder is subject to various conditions including registering the shares to be issued.  Following the closing, the Company will operate the business of CNC and will support itself through the expected revenues of CNC and from private financing as necessary which it expects to be able to raise in limited amounts once it has an operating business, although there can be assurance that it will be successful. In the event the Company does not close the deal with CNC, it will continue to search for operating businesses to acquire.



Under the terms of the Exchange Agreement Viropros current director will resign and will be replaced by a nominee of Central Network.  The Exchange Agreement also provides that the obligations of Viropro and Central Network are subject to the performance, unless waived, of their respective covenants and agreements set forth in the Exchange Agreement in all material respects and the continued truth of their respective representations and warranties set forth in the Exchange Agreement.  The Exchange Agreement provides for either Viropro or Central Network, as appropriate, to indemnify the other in the event any representation or warranty made by either party to the other in the Exchange Agreement was not accurate.



Pursuant to the Exchange, title to all of the property and assets of CNC will continue to be vested in CNC (except for the Trivor subsidiary which will be disposed of prior to the closing) which will become a wholly-owned subsidiary of Viropro.



The Exchange Agreement may be terminated by the mutual written consent of the Boards of Directors of either party at any time prior to the closing, and by either party if (i) its board of directors receives a written proposal to effect a merger, sale of substantially all the assets or similar transaction and the board determines that such transaction is more favorable to the its stockholders than the existing transaction, (ii) the purchase is enjoined or prohibited by a court or governmental entity or (iii)  the closing has not occurred on or before September 21, 2004, through no fault of the terminating party.



6





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Under Nevada and Delaware law, both Viropro and Central Network, respectively, require the approval of a majority of their respective stockholders for this transaction.  Both corporations have already obtained the necessary approval through written consents.  In addition, Viropro has also obtained shareholder approval to increase its authorized capital to 50,000,000 shares of common stock.



As previously disclosed in its public filings, Viropro is an inactive shell corporation and its main business activity has been to search for an operating business to acquire.  Viropro believes that CNC is about to break through with its products and that the acquisition will provide tremendous value to its shareholders.



Item 7. Financial Statements

































Viropro, Inc.



Financial Statements



For the Five Month Period Ended

November 30, 2003 and the Years Ended

June 30, 2003 and 200 2























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Independent Auditors Report





To the Board of Directors and Stockholders of

Viropro, Inc.



We have audited the accompanying balance sheet of Viropro, Inc. as of November 30, 2003 and the related statements of operations, stockholders deficit and cash flows for the five month period then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Viropro, Inc. as of June 30, 2003 and 2002, were audited by other auditors whose report date September 15, 2003 on those statements included an explanatory paragraph that describes factors that raised substantial doubt about the Companys ability to continue as a going concern.



We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we 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. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Viropro, Inc. as of November 30, 2003 and the results of its operations and its cash flows for the five month period 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, Viropro, Inc. has incurred net losses and had a deficit in working capital and a deficit in stockholders equity at November 30, 2003. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.





/s/ Bennett Thrasher PC



Bennett Thrasher PC

Atlanta, Georgia

March 17, 2004





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<r>











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













</r>



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|Viropro, Inc.                        
|-------------------------------------
|                                     
|Consolidated Balance Sheets          
|                                     
|                                     
|                                     
|                                     
|                                     
|Assets                               
|                                     
|Current assets:                      
|                                     
|Total current assets                 
|                                     
|                                     
|                                     
|                                     
|Liabilities and Stockholders' Deficit
|                                     
|Current liabilities:                 
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|Stockholders' deficit:               
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     





See accompanying notes to consolidated financial statements.



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|Viropro, Inc.
Consolidated Statements of Operations
|---------------------------------------------------
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Revenue                                            
|                                                   
|Cost of revenue                                    
|                                                   
|Gross Profit                                       
|                                                   
|Operating  expenses:                               
|Selling, general and administrative expense        
|                                                   
|Loss before other expense                          
|                                                   
|Other expense:                                     
|Interest expense (principally related party)       
|                                                   
|Total other expense                                
|                                                   
|Loss from continuing operations                    
|                                                   
|Discontinued operations:                           
|Gain on assignment of subsidiary                   
|                                                   
|                                                   
|                                                   
|                                                   
|Net income (loss)                                  
|                                                   
|Basic weight average common shares outstanding     
|                                                   
|Basic and diluted Loss per common share            

















See accompanying notes to consolidated financial statements.



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|Viropro, Inc.
Consolidated Statements of Stockholders' Deficit
|--------------------------------------------------------------
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|Balance at June 30, 2001                                      
|                                                              
|Net loss                                                      
|                                                              
|Balance at June 30, 2002                                      
|                                                              
|Issuance of shares for                                        
|settlement of liabilities                                     
|                                                              
|Net income                                                    
|                                                              
|Balance at June 30, 2003                                      
|                                                              
|Stockholders' direct payments                                 
|for accounts payable                                          
|                                                              
|Reverse split 1 to 12.14                                      
|                                                              
|Net loss                                                      
|                                                              
|Balance at November 30, 2003                                  
|                                                              





























See accompanying notes to consolidated financial statements.



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|Viropro, Inc.
Consolidated Statements of Cash Flows                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|Cash flows from operating activities:                                                                                                                                                                 
|Net income (loss)                                                                                                                                                                                     
|                                                                                                                                                                                                      
|Changes in assets and liabilities:                                                                                                                                                                    
|Account payable and accrued interest from related party                                                                                                                                               
|                                                                                                                                                                                                      
|Net cash used in operating activities                                                                                                                                                                 
|                                                                                                                                                                                                      
|Cash flows from financing activities:                                                                                                                                                                 
|                                                                                                                                                                                                      
|Shareholders' direct payment of accounts payable                                                                                                                                                      
|                                                                                                                                                                                                      
|Net cash provided by financing activities                                                                                                                                                             
|                                                                                                                                                                                                      
|Net change in cash                                                                                                                                                                                    
|                                                                                                                                                                                                      
|Cash at end of year                                                                                                                                                                                   
|                                                                                                                                                                                                      
|Supplemental Disclosure of Cash Flow Information                                                                                                                                                      
|                                                                                                                                                                                                      
|During the year ended June 30, 2003, the Company issued shares of its common stock for settlement of related party debt totaling $851,366.                                                            
|                                                                                                                                                                                                      
|During the year ended June 30, 2003, the Company settled $210,125 of accounts payable by assigning all of its rights, title and interest of its wholly-owned subsidiary Insecta Sales & Research, Inc.
|                                                                                                                                                                                                      





















See accompanying notes to consolidated financial statements.



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Viropro, Inc.



Notes to Financial Statements

_______________________________________________________________________________________



Note 1:   Organizations and Basis of Presentation



Viropro, Inc. (aka Food Concepts, Inc. or the Company) 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 and simultaneously acquired Insecta Sales and Research, Inc. as a wholly owned subsidiary. Viropro, Inc. and its subsidiaries are collectively referred to in the consolidated financial statements as of June 30, 2003 and June 30, 2002 as the Company. The principal business of the Company, which had been the wholesale distribution of various insecticides, ceased operating during the year ended June 30, 2003.



Note 2:   Summary of Significant Accounting Policies



Principles of Consolidation



The consolidated financial statements for June 30, 2003 and 2002 include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. For the five month period ended November 30, 2003, the Company had no subsidiaries.



Use of Estimates in Financial Statements



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 disclosures 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.



Fair Value of Financial Instruments



The carrying amounts reported in the balance sheet for 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 Statement of Financial Accounting Standards Board (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 on calculating diluted earnings (loss) per share since considering such items would have an anti-dilutive effect.



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Viropro, Inc.



Notes to Financial Statements

_______________________________________________________________________________________

Statement of Cash Flows



For purpose 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.



Income Taxes



Deferred income taxes are provided for temporary differences between the financial reporting basis and tax basis of assets and liabilities.



Recent Accounting Pronouncements



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 Combinationas 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.



SFAS No. 142, Goodwill and Other Intangible Assets,was issued by the 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.



SFAS No. 143, Accounting for Asset Retirement Obligation, was issued by the FASB in August 2001. This Statement will require companies to record a liability for assets 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.



SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, was issued by the 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.





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Viropro, Inc.



Notes to Financial Statements

_______________________________________________________________________________________



SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Correction, was issued in April 2002. SFAS 145 provides for the rescission of several previously issued accounting standards, new accounting guidance for the accounting for certain lease modifications and various technical corrections that are not substantive in nature to existing pronouncements. The Company does not expect this statement to have a significant impact on its financial statements.



SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued in June 2002. SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect this statement to have a significant impact on its financial statements.



SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure (SFAS 148), was issued in December 2002. SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation(SFAS 123), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation; it also requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based compensation and effect of the method used on reported results. The Company does not expect the adoption of SFAS 148 to have a material impact on its financial statements.



SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149), was issued in April 2003. SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments imbedded in other contracts. SFAS 149 is generally effective for contracts entered into or modified after June 30, 2003. The Company does not expect the adoption of SFAS 149 to have a material impact on its financial statements.



SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Debt and Equity (SFAS 150), was issued in May 2003. SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both debt and equity. SFAS 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period subsequent to June 15, 2003. The Company does not expect the adoption of SFAS 150 to have a material impact on its financial statements.



In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. FIN 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements in FIN 45 are currently effective; the initial recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Company does not expect FIN 45 to have a material impact on its financial statements.





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Viropro, Inc.



Notes to Financial Statements

_______________________________________________________________________________________



In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 addresses consolidation by business enterprises of variable interest entities, as defined in FIN 46; it applies immediately to variable interest entities created, or in which an enterprise obtains an interest, after January 31, 2003 and in the first fiscal year or interim period beginning after June 15, 2003 for variable interest entities in which an enterprise acquired an interest prior to February 1, 2003. The Company does not expect FIN 46 to have a material impact on its financial statements.



Note 3:   Going Concern



The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $8,525 for the five month period ended November 30, 2003 and $39,290 from continuing operations for the year ended June 30, 2003. In addition, the Company has a deficit in working capital and a deficit in stockholders equity. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital for its planned activity. Additional capital and/or borrowing 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, the nominee holder of a majority of the Companys outstanding stock on behalf of its various beneficial owners
, 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 $583,200 and accrued interest of $268,166 was settled with the issuance of 42,500,000 shares of common stock.



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) (Prime Time) 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 related to 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 realization.



At November 30, 2003, the Company has a Federal tax net operating loss (NOL) carryforward of approximately $2,000,000, which expires at various dates through 2015.





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Viropro, Inc.



Notes to Financial Statements

_______________________________________________________________________________________



Note 7:   Shareholders Equity



During the fiscal 2003, the Company issued 42,500,000 shares of common stock for settlement of related party debt (see Note 4).



During the five month period ended November 30, 2003, the Company implemented a 1 to 12.14 reverse stock split.



At November 30, 2003, the Company had 4,118,616 authorized shares of common stock with a par value of $.001. Each share entitles the holder to one vote.







* * * * *





















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



On March 15, 2004 the Registrants independent auditor, Mark Cohen, C.P.A. (Cohen), resigned as its independent auditor.  The resignation was accepted by the Registrants Board of Directors.  During fiscal years ended June 2003 and 2002, Cohen did not issue a report that either contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern statement.



During the fiscal years ended June 30, 2003 and 2002 and through the short year ended November 30, 2003 and during the subsequent interim period through the date of the resignation, there were no disagreements between the Registrant and Cohen on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedure.



Effective March 15, 2004, the Board of Directors of Registrant engaged Bennett Thrasher PC as its independent auditors.  Prior to such engagement, the Registrant had not utilized the services of nor consulted with said firm.



Item 8A. Controls and Procedures



The Registrants President (who is also the Principal Accounting Officer) has evaluated the Companys disclosure controls and procedures within 90 days of the filing date of this annual report.  Based upon this evaluation, he has concluded that the Company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.



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 until December 31, 2003

Richard Sew Iam Lee                          45                Director                     Since  October  31,2003



EXECUTIVE OFFICERS



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



NAME                                                    AGE              POSITION                       LENGTH OF SERVICE

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

Hugh D. Johnson                                      76               President                         From 2000 until October 2003

Secretary/Treasurer        From 1998 until October 2003

Richard Sew Iam Lee                                45              President                         Since  October 2003



HUGH  D.  JOHNSON,  Director,  Former President,  and Former 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.



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<r>

RICHARD SEW IAM LEE, Director and President (sole officer) is an international investor involved in technology and real estate ventures primarily in Asia as well as the United States. He has extensive experience in these fields. He became a shareholder, director and sole officer in October 2003 with the view to seek potential acquisitions for the Company.
  Mr. Lee is not an officer or Director of any other US Corporation, and has not been for the past five years.

</r>



(B)   IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES



The company has no employees.



(C)   FAMILY RELATIONSHIPS



None.



(D)   INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS



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



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

<r>

The sole officer and director of the Company has filed the forms required under Section 16(a) of the Securities Exchange Act of 1934, as amended.

</r>

Item 10.   Executive Compensation



The Company paid no cash or other compensation to any executive officer or director of the Company during the fiscal years ended November 30, 2003, June 30, 2003 or June 30, 2002.



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 November 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                                           Number of Shares Owned         Percentage Owned

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

Richard Lee (1)

345,015 (2)

8.4

Stellar Commodities

345.015

8.4

9134-6023 Quebec Inc.

266,603

6.5

4174551 Canada Inc.

242,905

5.9

9134-6015 Quebec Inc.

236,980

5.8

All Officers and Directors

as a Group (1 person)

345,015 (1)

8.4

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

(1)  The sole officer and director.

(2) Indirectly, through Sunev Investments Limited



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Item 12. Certain Relationships and Related Transactions



None.



Item 13. Exhibits and Reports on Form 8-K



(a) The following exhibits are filed herewith:



Exhibit 31

Rule 13a-14(a)/15d-14(a) Certification

Exhibit 32

Section 1350 Certification.



(b)  During the fiscal year ended November 30, 2003, the Company filed the following report on Form 8K on November 21, 2003:



Effective November 20, 2003, the Registrant implemented a reverse split in the ratio of 1:12.14 of both the authorized and the outstanding stock.  As a result there are currently 4,118,616 shares authorized of which 4,116,974 are outstanding.



On December 1, 2003 this filing was amended to report that the effective date of the reverse split was November 26.



Subsequent to the period covered by this report the Registrant filed an 8K, Item 8 to report changing its fiscal year end from June 30 to November 30, dated February 13, 2004.  Additionally the Registrant filed an 8K dated March 15, 2004 reporting a change in auditors.







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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





VIROPRO, INC.





/s/ Richard Lee

_______________________________

Richard Lee, Sole Director and Officer

(acts as chief executive officer and principal accounting officer)



Dated: March 7, 2005



























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|INDEX TO EXHIBITS                                                                                                                                                                                                          | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit 31  Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 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 | 
|                                                                                                                                                                                                                           | 









































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