UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D. C. 20549


FORM
10-K/A


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended: November 30, 2008o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from  to


Commission
file number 333-06718
 Viropro,
Inc.


(Exact
name of registrant as specified in its charter)





Nevada
            
            13-3124057(State
      of organization)
            
            (I.R.S.
      Employer Identification No.)1806-300
      Avenue des Sommets
              Verdun,
      QC
            
            H3E
      2B7(Address
      of principal executive offices)
            
            (Zip
      code)


Registrants
telephone number: (514) 731-8776
 Securities registered
pursuant to Section 12(b) of the Act: NONE


Securities
registered pursuant to Section 12(g) of the Act: NONE


Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.    Yes  o    No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes  o    No  x




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such
requirements for the past 90 days.    Yes  x    No  o




Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes  o    No  o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company as
defined in Rule 12b-2 of the Exchange Act (check one).


Large accelerated filer
            
            o
            
            Accelerated filer
            
            oNon-accelerated
      filer
            
            o
            
            Smaller reporting company
            
            x





Indicate
by check mark whether the registrant is a shell company, as defined in Rule
12b-2 of the Exchange Act.    Yes  o    No  x





Aggregate
market value of the voting stock held by non-affiliates of the registrant at
February 28, 2009: $820,988


Number of
shares of the registrant’s common stock outstanding at February 28, 2009:
82,098,793 shares





Documents
Incorporated by Reference


None


1


VIROPRO,
INC.


FORM
10-K/A


November
30, 2008







Table
of contents





PART
      I
            4Item
      1. Description of Business
            4Item
      2. Description of Property
            12Item
      3. Legal Proceedings
            12Item
      4. Submission of Matters to a Vote of Security Holders
            12PART
      II
            13Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            13Item
      6. Management's Discussion and Analysis of Financial Condition and
      Results of Operations
            15Item
      7. Financial Statements
            20Note
      1: Organization and Basis of Presentation
            28Note
      2: Going Concern
            28Note
      3: Summary of Significant Accounting Policies
            29Note
      3: Income Taxes
            34Note
      4: Convertible Debentures
            35Note
      5: Stockholders' Deficit
            36Note
      6: Commitments and Contingencies
            40Note
      7: Legal Proceedings
            41Note
      8: Subsequent Events
            42Item
      9. Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure.
            44Item
      9A(T). Controls and Procedures.
            44PART
      III
            45Item
      10. Directors and Executive Officers of the Registrant
            45Item
      11. Executive Compensation
            46Item
      12. Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            48Item
      13. Certain Relationships and Related Transactions
            48Item
      13. Exhibits
            49Item
      14. Principal Accountant Fees and Services
            49SIGNATURES
            50




2





THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A “SAFE HARBOR” FOR
FORWARD-LOOKING STATEMENTS.  This Form 10-K contains statements that
are not historical facts.  These statements are called
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  These statements involve important known and unknown risks,
uncertainties and other factors and can be identified by phrases using
“estimate,” “anticipate,” “believe”, “ project,” “expect,” “intend,” “predict,”
“potential,” “future,” “may,” “should” and similar expressions or
words.  Our future results, performance or achievements may differ
materially from the results, performance or achievements discussed in the
forward-looking statements.  There are numerous factors that could
cause actual results to differ materially from the results discussed in
forward-looking statements, including:





·
            Changes
      in existing product liability, tort or warranty laws or the introduction
      of new laws, regulations or policies that could affect our business
      practices:  these laws, regulations or policies could impact our
      industry as a whole, or could impact only those portions in which we are
      currently active.


·
            Changes
      in economic conditions, including changes in interest rates, financial
      market performance and our industry: these types of changes can impact the
      economy in general, resulting in a downward trend that impacts not only
      our business, but all companies with which we compete; or, the changes can
      impact only those parts of the economy upon which we rely in a unique
      fashion.


·
            Changes
      in government regulations: these regulations could have a negative impact
      on our earnings; for example, laws that could increase our costs of
      operations.


·
            Changes
      in relationships with major customers and/or suppliers: an adverse change
      in our relationships with major customers and/or suppliers would have a
      negative impact on our earnings and financial
  position.


·
            Armed
      conflicts and other military actions: the considerable political and
      economic uncertainties resulting from these events, could adversely affect
      our order intake and sales.


·
            Factors
      that we have discussed in previous public reports and other documents
      filed with the Securities and Exchange
  Commission.





This list
provides examples of factors that could affect the results described by
forward-looking statements contained in this Form 10-K.  However, this
list is not intended to be exhaustive; many other factors could impact our
business and it is impossible to predict with any accuracy which factors could
result in which negative impacts.  Although we believe that the
forward-looking statements contained in this Form 10-K are reasonable, we cannot
provide you with any guarantee that the anticipated results will be
achieved.  All forward-looking statements in this Form 10-K are
expressly qualified in their entirety by the cautionary statements contained in
this section and you are cautioned not to place undue reliance on the
forward-looking statements contained in this Form 10-K.  In addition
to the risks listed above, other risks may arise in the future, and we disclaim
any obligation to update information contained in any forward-looking
statement.


3





PART
I





Item
1. Description of Business





Historical
Background





In 1997
and 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 Its Coffee Lovers, Inc., a Nevada corporation. On
this same date, the Company acquired Insecta Sales and Research, Inc.
(“Insecta”) 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, 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 wrote 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.





On
December 18, 2003, the Company entered into a Letter of Intent with Central
Network Communications Inc. of Montreal, Quebec to acquire its subsidiary, CNC
Holdings Inc., for 20,000,000 common shares.  A long form Exchange
Agreement was signed on January 21, 2004, and the closing there-under was
subject to various conditions including registering the shares to be issued. On
May 7, 2004, the Company filed its notice dated April 30, 2004 to withdraw the
S-4 Registration Statement. As a result, the Exchange Agreement was
terminated.





In
October 2004, the Company authorized the creation of a wholly owned subsidiary,
Viropro Canada Inc. to act as a Canadian holding company for its future
operating businesses.  In turn, this subsidiary set up wholly owned
Canadian subsidiaries named Viropro Pharma Inc. and Viropro International Inc.
primarily for business development focused on the marketing and distribution of
products and advanced technologies in the lucrative field of Life Sciences.
Through these subsidiaries the Company is seeking potential businesses and
possible acquisitions.


4





Following
its creation, Viropro Pharma appointed a scientific committee comprised of
internationally recognized subject matter experts to provide product and
technical guidance as well as support to anticipated technical transfer
initiatives.





In
November 2004, Viropro announced an agreement with Miralus Canada Inc. and
Miralus International Inc. for the global commercialization of the “FREEdHEM”
line of specialized medical products for the treatment of hemorrhoids with
exclusive marketing rights for Japan, Central America and South America and
non-exclusive rights for most of the countries elsewhere in the world including
Canada.  FREEdHEM is already available in the United States through retail
outlets of large pharmaceutical and food distributors. Miralus was to be paid a
commission of 10% of any gross sales that it initiated.  As at the year
ending November 30, 2005, the agreement and all contact with Miralus was
terminated.





Also in
November 2004, the Company entered into an agreement with the Tokyo-based firm
Immuno Japan Inc. for the rights to marketing and production of therapeutic
proteins in international markets. As compensation for the rights of these
products, the Company issued 500,000 shares of common stock in February 2005 and
is obligated to issue an additional 500,000 shares of common stock upon the
initial sale of the licensed products, which has not as yet occurred. In
addition, the Company will pay a royalty of 15% of net revenue from sales of the
licensed products.





According
to the agreement, Viropro Inc. acquired licenses to patented technologies
related to the production of therapeutic proteins (alpha interferon, Interleukin
2, EPO (erythropoietin)) and human growth factors (rHuG-CSF and rHuGM-CSF) for
Latin America, Thailand, China, Taiwan, Singapore and South Africa. Immuno Japan
Inc., who developed the licensed technologies in Japan, will oversee the
technology transfer process and provide technical support to Viropro’s clients
and partners.





Dr.
Tetsuo Nakamura, President of Immuno Japan Inc., has a widely recognized
scientific and business background in the field of biotechnology. In addition to
holding a number of patents, Dr. Nakamura founded, and has operated for 25
years, the Institute of Immunology Co. Ltd., which specializes in the
manufacture of biological reagents (antibodies, proteins) and is one of the
leaders in its field in Japan. As well, he has been active in many private and
public corporations in Japan, the United States and Canada.





Through
the years, Immuno Japan Inc. has acquired a reputation for offering
pharmaceutical products of superior quality, as well as innovative technologies,
notably related to the development of biopharmaceuticals such as proteins and
recombinant monoclonal antibodies.





On
February 2, 2005, Viropro announced that it had signed a scientific research
agreement with the INRS-Institut Armand-Frappier research centre for the
development and continuous improvement of detection tests related to the B19
virus (parvovirus).





Importantly,
this research project actively involves two world-recognized scientists, Dr. Max
Arella and Dr. Peter Tijssen, both members of l’Institut National de Recherche
Scientifique (INRS). These two professors/researchers bring highly-specialized
know-how and the scientific expertise necessary to lead the project through
development, validation and clinical trials with the objective of vastly
improving the detection of the B19 virus and, by extension, other viral diseases
in humans.


5





Parvovirus,
or fifth disease, is an infectious illness, caused by the virus B19.  Known
generally as a childhood disease, the virus causes an eruptive infection and is
contagious through the airways.  It can also affect adults who have a
compromised immune system, in certain cases evolving to polyarthropathy
syndrome, spontaneous abortion, fetalis hydrops and chronical anemia. This
reseach project was ongoing in 2006 and is still underway.





The
continuous development of this type of detection technology will greatly help
Viropro in developing new markets and identifying new business partners in Third
World countries where this virus is broadly disseminated across large
populations. The INRS-Institut Armand-Frappier research centre is renowned, both
locally and internationally, for its biomedical expertise and represents a vital
crossroad for health-related research in Quebec. Members of the Centre's team
have exceptional, even unique, analytical capabilities in the fields of
chemistry, microbiology and immunology, genomics and proteomics as well as
molecular and cellular biology. The Institute, which has approximately fifty
faculty members, plays a vital role in research, training and technology
transfers in the areas of human, animal and environmental health.





In March
2005, Viropro Pharma Inc. announced the addition of a new line of natural
consumer products. This line consists primarily of exclusive natural and
homeopathic health products with many of the ingredients or formulations sourced
in Europe and Brazil. These products could complement Viropro Pharma’s other
biopharmaceutical products and its overall business direction. Development of
this product line has been abandoned in spring of 2006 to focus on the core
business of the Company which is the technology transfer for industrial
production of affordable biological therapeutic products whose licenses have
expired.





In April
2005, Viropro Pharma Inc. announced the creation of a strategic joint-venture
with ProteoCell Biotechnologies Inc., a Montreal-based company specializing in
the scale-up of production processes of recombinant proteins. The joint-venture
was named Viropro-ProteoCell. This JV was to combine the strategic forces in the
areas of technical and scientific expertise with a revenue-driven business
model. Viropro-ProteoCell was to be the source of turn-key biopharmaceutical
projects to second and third world markets that were to provide local
manufacturing capabilities with recombinant biotherapeutics. Viropro Pharma
wished to partner with ProteoCell Biotechnologies to implement its pro-active
business model based on vertical integration. Although Viropro Pharma completed
its initial payment of CDN $50,000 and was obligated for six (6) monthly
payments of $50,000, to be paid semi-monthly, default of delivery on the part of
ProtoCell resulted in the termination of this joint venture.





In
September 2005, Mr. Richard Lee, President and Chairman of the Board of
Directors announced the appointment of Dr. Jean-Marie Dupuy, who had been acting
as a consultant to the Company as CEO of both the Company and its wholly owned
subsidiary, Viropro Canada Inc.  Dr. Dupuy retains the title of President
and CEO of Viropro Pharma Inc. and Viropro International Inc. Dr. Dupuy also
accepted the nomination to the Board of Directors on November 19, 2005.
 Dr. Dupuy resigned as Director and Officer of Viropro Canada Inc. and
Viropro Pharma Inc. in January 2007.





In
January 2006, the Company incorporated a new subsidiary Viropro, International
Inc., under the Canada Corporations Act. The function of this entity is to
handle all international sales and marketing.





During
February 2006, the shareholders voted to increase the authorized capital to
45,000,000 common shares and during October 2006 the shareholders further voted
to increase the authorized capital to 100,000,000 common shares.





Effective
March 1, 2006, the Company commenced an offering of convertible debentures.
 The offering consisted of a minimum of 700 and a maximum of 1,300
debentures at a price of $1,000 per debenture. The debentures are convertible
into common shares at $0.20 per share through March 1, 2009, and bear interest
at 6% per annum.  In conjunction with the sale of each $1,000 debenture,
the Company issued 5,000 warrants to purchase common shares at $0.25 per share
expiring on March 1, 2009.  Through November 30, 2006, an aggregate of
$713,429 had been received in cash.  The offering was to expire 105 days
from its commencement unless extended for an additional 120 days by the Company.
 If the minimum number of debentures was not sold, the Company would return
the proceeds to the investors.  As of June 23, 2006, the entire
subscription of $1,310,000 of convertible debentures had been sold.   All
proceeds from the sale of the debentures were received by March 31, 2007, and
none of the convertible debenture remained available.


6





The
Company has determined the debentures to have a beneficial conversion feature
totalling $420,527.  The beneficial conversion feature has been
recorded as a debt discount which is being amortized over the life of the
loans.  The beneficial conversion feature was valued under the
Black-Scholes option pricing model using the following assumptions: a stock
price between $0.19 and $1.19; estimated life of 3 years; historical volatility
rate ranging between 205% and 251% and debt discount rate of 6.00%. The
investors shall have 3 years from March 1, 2006 to exercise 6,500,000
warrants.  The warrant strike price shall be $0.25 per share of
restricted stock.  The Company has determined the warrants to have a
value of $838,587 which has been reflected as a financing cost and is being
amortized over the life of the loans.  The warrants were valued under
the Black-Scholes option pricing model.  As of November 30, 2008, the
unamortized debt discount and unamortized financing cost was $25,222 and
$43,260, respectively.





From
March 1, 2007 to November 30, 2008, investors converted $630,490 in private
debenture financing which included accumulated interest of $74,490 into
3,032,112 common shares.  In addition, debentures totaling $56,000
were settled with cash.





On
October 2007, the Company announced an expected US$ 1.5 million
financing.  On December 21, 2007, the Company informed its
stockholders that the first tranche of US$ 300,000 related to the US$ 1.5
Million financing was not closed due to unfavorable market
conditions.  As of May 31, 2008, the Company raised only $70,000 from
this first tranche of $300,000.  The Company has determined the
debentures to have a beneficial conversion feature totaling
$22,165.  The beneficial conversion feature has been recorded as a
debt discount which will be amortized over the life of the loan.  As
of November 30, 2008, the unamortized debt discount was
$10,609.  The beneficial conversion feature was valued using the
intrinsic value method using the following assumptions: a stock price of $0.08
and an estimated life of 2 years. This debenture bears an annual interest rate
of 6%, the conversion price is set at $0.06 per share and the maturity is
November 1, 2009.





On March
3, 2008, Viropro agreed to issue up to $2,000,000 of convertible debentures. The
time frame for collecting the financing and issuing convertible debentures began
March 3, 2008 and will continue through December 15, 2008.  As of
November 30, 2008, $989,943 of convertible debentures had been
issued.  The Company has determined the debentures to have a
beneficial conversion feature totalling $656,007.  The beneficial
conversion feature was valued under the Instrinsic value method using the
following assumptions: a stock price between $0.02 and $0.07; and an estimated
life of 3 years.  This debenture bears an annual interest rate of 10%
to be paid semi-annually, the conversion price is set at $0.03 per share and the
maturity is June 2011.  As of November 30, 2008, the unamortized debt
discount was $506,452.


7





Current
Business





Viropro
is a company operating in the pharmaceutical sector specializing in the sale of
technological transfers for biopharmaceutical generic drugs in emerging markets.
 Its expertise in cell line and biopharmaceutical manufacturing process
development is supported by alliances with major partners in
biotechnology.





The
current business model focuses on the Company’s expertise; the development of
therapeutic proteins.





Viropro
is not a standard biotech company.  It maintains as its primary focus,
generic versions of blockbuster biopharmaceutical drugs (defined as drug with
sales of greater than US$ 1 billion per year), involving low risk.  These
products are known and have already been FDA approved, and, furthermore,
developing manufacturing processes for these drugs is quite well
standardized.





In order
to strengthen and expand Viropro International's manufacturing and development
capabilities, a partnership agreement was also signed with the National Research
Council of Canada’s Biotechnology Research Institute in Montreal (BRI) for
scale-up of process development.  This agreement allows the Company to
benefit from the BRI'S outstanding expertise in biological product process
development and scale-up.  With this agreement, the Company is granted an
exceptional R&D leverage that minimizes its R&D expenditure, which in
turn enables a greater focus on development of novel products such as monoclonal
antibodies.  Viropro is also planning to sign new licenses with NRC-BRI in
the near future for the production of other therapeutic human
proteins.





Viropro
is targeting markets with unmet medical needs (emerging markets) such as South
America, Asia, and Africa with biogeneric products for which patents have
expired and others about to expire. Emerging markets are served by few if no
competitors.  The potential market for Viropro services is high with
additional growth to come when Western countries open their markets to
biogeneric products.





The
worldwide biopharmaceutical market was estimated at over US$ 50 billion in 2004
(Biopharma). Biopharmaceuticals are a growing field, the rate of new products
being approved has increased steadily, more than doubling from the 1990s through
to 2005 (Bioplan 2006 and Nature 2004). A series of key blockbuster products
developed in the 1980s and 1990s and selling of over US$ 30 billion are
predicted to remain the dominant revenue generators over the coming years
(Nature Biotech., 2004). All of Viropro’s targeted biogenerics are among these
blockbuster biopharmaceuticals.





Viropro's
platform technology allows it to develop manufacturing processes for blockbuster
biological products.  Viropro manufacturing processes benefit our clients
in that they are less expensive, more efficient and thus allow a lower cost of
production.  This provides greater access to medications to a population
that would normally not have any.  What differentiates Viropro is its
business model, platform technology and intellectual property and rights.
 They allow Viropro to stand out as a leader in the technological transfer
market.





Viropro’s
management structure is very lean. In fact, the Company is managed by two
executives; research and development is subcontracted, since April 2008, to
Innium Technology with Viropro holding the exclusive rights on the research.
 Innium Technology, an independent and private company bears the
infrastructure and personnel costs leaving Viropro with minimal fixed costs,
liabilities and long term commitment.





Contractual
work is also very low risk and will allow Viropro to generate constant revenues
and cash flow for its development projects.


8





Business
Model





The
business model as set-up by Viropro assures its partners a full technology
transfer package (systems, processes and training) for a complete integration of
cutting-edge technologies that do not exist yet in that part of the world.
Furthermore, the Company will provide its expert advice/consultation regarding
technical and regulatory requirements, procedures to be implemented and
equipment purchase, installation and validation of new manufacturing facilities.
Viropro is focusing on a number of biogenerics (also known as biosimilars,
follow-on biologics, and generic biologics) already in the public domain or soon
to come off patent.  Our objectives include specific monoclonal antibodies
that will be coming off patents as of 2011 such as rituximab (sold under the
brand name Rituxan® or MabThera®), with annual sales of US$ 3.2 Billion in 2005
(The Future of Monoclonal Antibody Therapeutics, Business Insights,
2006).




Technology and strategic
alliances





Viropro
now holds a versatile technology platform with an exclusive license portfolio.
This is a result of  strong partnerships with the Biotechnology Institute
in Montreal through an agreement that includes the use of a proprietary promoter
that significantly enhances the yield of recombinant proteins.





Viropro's
platform technology allows it to develop manufacturing processes for blockbuster
biotech products which are already off patent or for which patent expiry is
imminent. The platform also allows the Company to undertake contractual
development for biotechnology and biopharmaceutical manufacturing companies, and
develop or co-develop new products with partnering companies.





Our
strength is in our technological platform, i.e. the intellectual property and
know-how and rights that allows us to quickly develop high quality
biopharmaceutical manufacturing processes at low cost.  Our technological
platform will allow us to develop more efficient manufacturing processes than
those of our competitors who most often use technologies dating to the 1980s and
90s.  Additionally, Viropro’s leadership team has a strong international
network of contacts, which enables Viropro to acquire and out-license
technologies and furthers the development goals of the Company.





In order
to strengthen and expand Viropro's manufacturing and development capabilities, a
partnership agreement was signed with the National Research Council of Canada’s
Biotechnology Research Institute in Montreal (BRI) for scale-up of process
development. This agreement allows the Company to benefit from BRI's proven
expertise in recombinant protein process development and scale-up. With this
agreement, the Company has an advantageous R&D leverage that minimizes its
R&D expenditure and allows for a greater focus on development of novel
products such as monoclonal antibodies. Viropro’s collaboration with the BRI is
a productive one, and the company enjoys the advantages of the BRI’s
infrastructure and expertise, its highly specialized equipment for applied
biotech, and a local network of skilled scientists and technicians to complement
Viropro’s own.  On October 26, 2006, Viropro signed a second agreement with
the National Research Council- Biotechnology Research Institute (NRC-BRI) for
the use of powerful inducible expression systems developed and patented by the
NRC-BRI.  Viropro is also planning to sign new licenses with NRC-BRI in the
near future for the production of other therapeutic human proteins including
cytokines and monoclonal antibodies.





An
agreement (MOU) was signed on April 26, 2007 with Intas Biopharmaceuticals Ltd.
(IBPL) for the production of an undisclosed high value therapeutic product.
 IBPL was to pay Viropro a licensing fee for the development and
technological transfer of the manufacturing process and Viropro would receive
royalties based on net sales.  On September 21, 2007, the Final
Collaborative Research, Development and Licence Agreement related to the above
mentioned INTAS MoU was signed.  It is a 10 year agreement along with a
consultancy contract with IBPL which will provide Viropro with product
development and licensing revenues of U.S.$2.14 Million over the next 2 years.




In
December 2008, IBPL transferred this agreement to Biologics Process Development,
Inc of San Diego, California, its newly acquired subsidiary, which in turn is
purchasing a majority stake in Viropro by a $1.18 million private placement.
This ensures adequate financing to Viropro for the development of the targeted
biopharmaceutical drug.


9





Industry





The
pharmaceutical industry was evaluated at approximately US$ 600 billion in
2006(Emerging Markets in
Asia, Latin America and Eastern Europe Gain Strength, IMS Health, 2006).
 Of this, biopharmaceutical products make up approximately 10%, or about
US$ 60 billion.  The biopharmaceutical sector is the fastest growing
segment and is commonly said to be the future of the pharmaceutical industry.
 Revenues of the world’s publicly-traded biotech companies grew 18 percent
in 2005, reaching an all-time high.  The U.S. and European biotechnology
sectors showed 16% and 17% growth respectively, with the former posting its
third consecutive year of strong product approvals and solid financial results
(Beyond Borders: The Global Biotechnology Report, Ernst & Young,
2006).





Products, goals and
objectives





Therapeutic
protein products are the primary reason for the boom in
biotech.  Monoclonal antibodies (a specific class of therapeutic
proteins) posted sales of US$ 14.5 billion in 2005, and it is estimated that in
2008 they accounted for 32% of all biotech revenue (The Future of Monoclonal
Antibody Therapeutics, Business Insights, 2006).  With a considerable
portion of the therapeutic protein sector having recently lost patent
protection, or being set to lose it by 2010, there is a major opportunity in the
technology transfer of therapeutic proteins throughout the world.





Viropro’s
goals and objectives are as follows:





·
            To
      develop and out-license manufacturing processes for biogenerics already in
      the public domain as soon as patent protection expires for various
      biopharmaceuticals;





·
            To
      develop new biopharmaceutical products with various partners (conditional
      to total development cost
coverage);





·
            Short
      term goals are to obtain recurring
revenue;




·
            Growing
      to 15 product-contracts within 5
years;





Viropro
is focused on the development and transfer of “in licensing”  leading
technological processes for the manufacturing of high quality
bio-pharmaceuticals. The business strategy being developed since 2005 is to
target emerging, un-served markets with high potential development by
transferring technologies and know-how to pharmaceutical partners in various
local markets worldwide. The main markets that Viropro has focused on are South
America, Northern Africa, and Asia (mainly India).





Administrative
overhead





The
Company plans to maintain low administrative and overhead costs that will ensure
the funds are available for the development activities and accordingly create
the maximum value for its shareholders. Research and Development work will be
subcontracted to BRI, to university laboratories for experimental studies or to
specialized companies for GMP manufacturing, toxicology and clinical studies.
Selecting the optimal research and development work structure between Viropro,
Intas and BPD will minimize capital expenditures, generate results quickly and
assure a high degree of confidence in results.


10





Development





All the
research and development procedures, from the build-up of biological systems to
the industrial production on a large-scale are done in close collaboration with
key partners with whom Viropro has established strategic alliances:





An
alliance was formed with the Biotechnology Research Institute of the National
Research Council Canada (NRC-BRI located in Montreal, Canada). This alliance
gives Viropro access to expertise as well as state-of-the-art equipment and
facilities for bio-process innovation and purification process development as
well as the scalability of bioprocesses under industrial scale
conditions.





Intas
Biopharmaceuticals Ltd of Ahbedamad (“IBLA”), India, also signed a partnership
agreement in October 2007 for the development and production of an undisclosed
therapeutic protein.  The signature of the development contract along with
a consultancy agreement contract signed in parallel was to provide Viropro with
product development and licensing revenues of US$ 2.1 Million over the next 2
years. Since then, IBPL has transferred this agreement to Biologics Process
Development of San Diego, California, its newly acquired subsidiary, which in
turn is purchasing a majority stake in Viropro through a $1.18 million private
placement. This ensures adequate financing to Viropro for the development of the
targeted biopharmaceutical drug.





Other
negotiations are ongoing with North American companies specialized in providing
clients and partners with industrially adapted biological material as well as
offering high level services for the optimization of specific steps in the
development of bioprocesses.





Viropro
believes that market share for locally implemented companies will grow
considerably. Viropro has determined a list of products capable of generating
short to medium-term profits. These products are well proven in developed
markets but are not yet manufactured at large scale in the emerging markets,
where there is an important and growing demand.





Competition.





Viropro’s
management team has chosen to actively intervene in the biotechnology emergent
sector by entering into the market not serviced by the large multinational
pharmaceutical companies. The Company searches for partners in countries where
it has identified a market potential. This gives the Company the opportunity to
assure an active presence in the target countries and to have a thorough
knowledge of these markets, namely customers, suppliers, investors and
regulatory government agencies.





Viropro’s
international business strategy targets the niche market in Latin American,
African and Asian countries offering local companies solutions such as
technology transfers.  These integrated solutions range from R&D to
development procedures, through manufacturing and certification to enable
manufacturing of several recombinant proteins.





Employees





The
Company has no employees. Management consists of 2 consultants.


11





Recent
Events





In
December 2008, the Company received a Letter of Intent from Biologics Process
Development Inc., (“BPD”) in San Diego, a subsidiary of Intas Biopharmaceuticals
Ltd from India. The letter calls for an investment of $1.18 million dollars from
BPD and the issuance of 84 million shares of the Company. Upon regulatory and
shareholders approval, Biologics Process Development will take control of
Viropro Inc. A Meeting of Shareholders will be held to approve this change of
control on March 24, 2009.





The
meeting will also seek approval of the shareholders to increase the authorized
common shares of the Company which currently stands at 100,000,000 shares. With
the shares to be issued to BPD, the number of shares outstanding on a pro-forma
basis, would stand at more than 151,000,000. Given the current market price, the
proposal put forth to shareholders is to increase authorized common shares to
1,000,000,000.





The
strategic decision of acquiring a controlling stake has been taken by IBPL to
offer technical expertise and accessibility to its clients in North
America.





Intas
Biopharmaceuticals Limited is a fully integrated biopharmaceutical company based
out of Ahmedabad, Gujarat, India. Since launch of biotechnology operations in
May 2000, Research & Development (R&D) and Manufacturing of
Biopharmaceutical products with a special focus on Oncology (Cancer) are the
major thrust areas for the Company.





BPD,
located in Poway, CA, has been providing contract laboratory services to the
biotechnology and biopharmaceutical industries for more than
decade.  The range of services includes molecular biology, cell
culture, fermentation, protein purification, frozen storage, contract
manufacturing, process scale-up and consulting services.








Item
2. Description of Property





No
property








Item
3. Legal Proceedings





There are
no Legal Proceedings at the present time. Upon taking over management, the new
President of the Company undertook to settle all claims from and towards the
Company.  One group of investors still holds a claim by judgment
against the Company for $136,350 CDN.  In October 2007, judgement was
rendered againSt Central Network Communications (“CNC”), Viropro and Trivor
Management on behalf of the investor. This amount was due by CNC and Trivor
Management as fees payable to the investor, to be paid in shares of Viropro. The
Company believes the judgement to be flawed AND is seeking recourse and action
for cancellation of said judgement.








Item
4. Submission of Matters to a Vote of Security Holders





In
January 2008, a Shareholders meeting was called. The meeting was to determine
whether the Company could continue operations given that no financing could be
found. A proposal was made to raise private funds up to $2MM USD to provide
sufficient funding of administrative and scientific operations. Mr. Serge
Beausoleil was named president and Dr. Dupuy resigned.





Shareholders
of record on February 24, 2009 are called for a Meeting to be held March 24,
2009. Proposals set forth are to increase the authorized capital of the Company
from 100 million shares to 1 billion and to approve the change of control to
Biologics Process Development.


12





PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities





The
Company's Common Stock trades on the NASDAQ’s 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.





QUARTER
      ENDING
            HIGH
            LOWFebruary
      28, 2007
            $0.24
            $0.18May
      31, 2007
            $0.24
            $0.19August
      31, 2007
            $0.13
            $0.12November
      30, 2007
            $0.08
            $0.06February
      28, 2008
            $0.05
            $0.05May
      31, 2008
            $0.04
            $0.04August
      31, 2008
            $0.02
            $0.02November
      30, 2008
            $0.01
            $0.00





As of
November 30, 2006, there were 486 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.





As at
November 30, 2005, the Company had 20,000,000 common shares authorized.
Subsequent to the year-end, at a special shareholders meeting, the shareholders
voted to increase the authorized capital to 45,000,000 common shares.  In
October 2006, at a special shareholders meeting, the shareholders voted to
increase the authorized share capital to 100 million common shares.





During
December 2004, the Company filed a Registration Statement under Rule S-8 and
issued 1,000,000 common shares for services rendered during the year ended
November 30, 2004.





During
December 2004, the Company issued 682,500 common shares pursuant to the
exemption contained in Regulation S to purchasers who were non-U.S. persons for
cash received prior to November 30, 2004 aggregating $136,500. In conjunction
with this offering the Company issued 1,457,500 warrants to purchase common
shares at $.25 per share. The warrants expired in December
2006.


13





During
February 2005, the Company issued 2,152,000 common shares pursuant to the
exemption contained in Regulation S to consultants who were non-U.S. persons for
services performed during the year ended November 30, 2004.





During
February 2005, the Company issued 493,200 common shares pursuant to the
exemption contained in Regulation S to purchasers who were non-U.S. persons for
cash received aggregating $105,660. In conjunction with this offering the
Company issued 741,400 warrants to purchase common shares at $.25 per share and
50,000 warrants to purchase common shares at $.35 per share. The warrants
expired in February 2007.





During
February 2005, the Company issued 685,000 common shares pursuant to the
exemption contained in Regulation S to consultants who were non-U.S. persons for
services performed subsequent to November 30, 2004.





During
March 2005, the Company issued 850,000 shares of common stock pursuant to a Form
S-8 Registration Statement for services provided.





During
the period from February to May 2005, the Company issued 922,430 common shares
pursuant to the exemption contained in Regulation S for cash received
aggregating $184,986. In conjunction with this offering the Company issued
543,930 warrants to purchase common shares at $.25 per share. The warrants
expired between February through May 2007.





During
June 2005, the Company issued 1,245,000 common shares for services
performed.





During
September 2005, the Company issued 3,485,965 common shares for services
performed.





During
the period from September 2005 through November 2005, the Company agreed to
issue an aggregate of 1,487,500 common shares pursuant to the exemption
contained in Regulation S for cash received of $297,500 and 125,000 common
shares for a receivable of $25,000 which was paid in March 2006. In conjunction
with this offering the Company issued 1,597,500 warrants to purchase common
shares at $.25 per share. The warrants expired between September through
December 2007. In addition, the Company agreed to issue 300,000 common shares
for services performed.





During
the period December 2005 through November 2006, the Company issued an aggregate
of 9,108,555 shares for services performed.  In January 2006, the Company
issued 3,500,000 shares in exchange for a patent.  During the period
December 2005 through November 2006, the Company issued an aggregate of
4,000,997 common shares pursuant to the exemption contained in Regulation S for
cash received of $1,024,087.





During
the period from December 2006 to November 2007, the Company issued i) an
aggregate of 1,893,836 shares for services performed; ii) an aggregate of
600,000 common shares pursuant to the exemption contained in Regulation S for
cash received of $62,000; an aggregate of 3,002,543 shares for conversion of
debentures and payment of interest on the debenture.





During
the period from December 2007 to November 2008, the Company did not issue any
Shares as per Regulation S, cancelled 7,727,750 restricted shares and reissued
4,975,000 free trading shares as a result of claim settlements. 150,000 shares
were issued from the conversion of debentures.





In
February 2009, the Company issued 14,332,600 free trading shares to First
Royalties convertible debenture holders.


14





Item
6.  Management’s Discussion and Analysis of Financial Condition and Results
of Operations





THE
FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
VIROPRO, INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.





THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, VIROPRO INC’S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET
CONDITIONS.





Selected
Financial Data





The
following selected financial data for the years ending November 30, 2008 and
2007 is derived from the Company's audited financial statements included
elsewhere herein. The following data should be read in conjunction with the
financial statements of the Company.





Statement of Operations
Data:





For the Year Ending
      November 30,2008
            
            
            2007Revenues
            
            
            -0-
            
            
            $
            264,000Operating
      Expenses
            
            $
            852,797
            
            
            $
            2,039,766Income
      Taxes
            
            
            -0-
            
            
            
            -0-Net
      loss
            
            $
            (1,734,615
            )
            
            $
            (2,654,604
            )Loss
      Per Share
            
            $
            (0.04
            )
            
            $
            (0.08
            )Balance Sheet
      Data:
            
            As at November 30,
      2008Working
      Capital
            
            $
            (
      967,119
            )Total
      Assets
            
            $
            129,598Total
      Liabilities
            
            $
            1,582,347Stockholders'
      Deficit
            
            $
            (
      1,452,749
            )





Working
capital is calculated based upon the difference between total current assets and
total current liabilities as of November 30, 2008.


15





Results
of Operations





Revenues
and Cash Position





During
the year ended November 30, 2008 and 2007, the Company had no revenue and
$264,000, respectively.  As of November 30, 2008, the cash position
was $2,726 compared to $39,993 as of November 30, 2007.





The cash
balance as at the year end is inadequate for the Company’s planned business
activities, however, subsequent to the year end a Letter of Intent for a private
placement of $1.18 million USD was signed.





Operating
Expenses and Net Loss





Our
average monthly (recurring) expenses during the year ended November 30, 2008
approximated US$65,000, and included rent, management salaries, office overhead,
professional fees, travel, business entertainment, equipment, and insurance.
Sums paid to the officers and directors as compensation expenses for the year
ended November 30, 2008 amounted to $149,827 compared to $239,452 paid for the
year ended November 30, 2007.





All our
cash expenditures in 2008 were for office overhead, travel, fund raising
activities, legal and accounting.





During
the year ending November 30, 2008, the Company incurred an operating loss of
$852,797 as compared to $1,775,766 for the year ended November 30, 2007. The
decrease in loss was attributed to a reduction in expenditures, mostly on
remuneration of management. Loss per share was $0.04 for the year ended November
30, 2008 as compared to $0.08 for the year ended November 30, 2007.





The
Company’s principal executive offices were located in Montreal Quebec Canada
where it occupied approximately 2400 square feet of office space on a 5-year
lease, with a monthly rental cost of CDN$2,000 (approximately US$1,720). This
Lease has expired and was not renewed. New management has moved the executive
offices in to a much smaller yet convenient facility in November 2008 and rental
costs are now CDN $1,000 (approximately US$780). Renewal is on a monthly
basis.





Plan
of Operations





As
indicated above, the Company will focus on the development and transfer of “in
licensing” leading technological processes for the manufacture of high quality
bio-products. The business strategy being developed since 2005 is to target
emerging, un-served markets with high potential for our chosen product line by
transferring technologies and know-how to pharmaceutical partners in various
local markets worldwide. The markets that Viropro has chosen to focus on are
South America (mainly Brazil), Northern Africa, and Asia (mainly
India).





Viropro
focuses on one main line of therapeutic proteins, monoclonal antibodies such as
anti-cd20.





As
indicated earlier, all the research and development procedures are to be done in
collaboration with the partners that Viropro has established its strategic
alliances. Priority will be given to the further development of these alliances,
establishing the optimal product line, methods of manufacturing, distribution,
and signing joint venture partnerships in the targeted markets.


16





An
agreement (MOU) was signed on April 26, 2007 with Intas Biopharmaceuticals Ltd.
(IBPL) for the production of an undisclosed high value therapeutic product.
 IBPL will pay Viropro a licensing fee for the development and
technological transfer of the manufacturing process and Viropro will receive
royalties based on net sales.  On September 21, 2007, the Final
Collaborative Research, Development and License Agreement related to the
abovementioned INTAS MoU were signed.  It is a 10 year agreement along with
a consultancy contract with IBPL which will provide Viropro with product
development and licensing revenues of U.S.$ 2.14 Million over the next 2 years.
 This agreement will bring multiple sub-licensing agreements around the
world, generating licensing fees and royalties which could represent up to
approximately U.S. $100 Million in revenues for Viropro over the 10 year term of
this agreement.  Thus far the Company has received a one time fee of
$198,000 USD. Upon reaching the next milestone (now scheduled for November 2009)
additional fees are payable that should assure completion of all research on
this project.





In
December 2008, IBPL transferred this agreement to Biologics Process Development
of San Diego, California, its newly acquired subsidiary, which in turn is
purchasing a majority stake in Viropro by a 1,18 million private placement. This
ensures adequate financing to Viropro for the development of the targeted
biopharmaceutical drug.





Risk
Factors





An
investment in Viropro, Inc. common shares involves a high degree of risk
including, but not necessarily limited to, the risks described
below.




1.
            New Business.  The
      Company began undertaking a new business direction last year and faces all
      the risks, uncertainties, and problems associated with every start-up
      enterprise, including but not limited to, finding the necessary funding,
      skilled personnel, and developing its
  infrastructure.




2.
            Competition.  The
      Company faces intense competition from other private, public, state-owned
      and foreign enterprises already well established in this field and with
      far more resources, experience and capabilities.  In the event that
      competition between the Company and these enterprises intensifies, the
      Company’s profitability and prospects may be significantly
      affected.





3.
            Costly Business.
       The development and ultimate marketing of new drugs is an expensive
      and often time-consuming undertaking. The Company faces substantial risks
      in under estimating the costs and efforts associated with bringing to
      market new and untried drugs. Should the Company fail to obtain sufficient
      financing, the development of the Company as well as the achievement of
      its objectives may be hindered.





4.
            Technology.  The
      Company is principally engaged in the rapidly growing and developing field
      of Life Sciences and Biotechnology. New and improved drugs are constantly
      being discovered and developed. There is no guarantee that the Company
      will be able to keep abreast of the latest development and stay ahead of
      its competition. In the event that the Company fails to do so, its
      competitiveness and profitability may be adversely
    affected.





5.
            Risks Relating to the Foreign
      Countries.  The Company intends initially to focus its
      activities on marketing and technology transfers to developing and third
      world countries where it faces business climates that are unpredictable
      and often hostile. “Rule of Law”, foreign ownership, patent regulation,
      business and tax laws, and medical regulation can vary substantially and
      change quickly, adversely affecting projects and enterprises planned in
      these countries.





6.
            Currency Risks.
       Further, by having the major portion of its business in foreign
      countries, the Company faces all the inherent risks of Foreign Exchange,
      and convert-ability with regards to the U.S. dollar.  This may also
      cause the Company to face a more complicated procedure in foreign exchange
      payment to foreign creditors under the current account items and thus will
      affect the restrictions on borrowing of international commercial loans,
      creation of foreign security and borrowing of foreign loans under
      guarantees in foreign currencies. Potential investors should note that any
      fluctuations in the exchange rate of RMB could have an adverse effect on
      the operational and financial conditions of the
  Company.


17





7.
            Dependence on Key
      Personnel.  The success of the Company depends in large part
      upon the continued successful performance of its current officers and
      directors for the continued research, development, marketing and operation
      of the Company.  Although the Company has employed, and will employ
      in the future, additional qualified employees as well as retaining
      consultants having significant experience, if current management and key
      personnel fail to perform any of their duties for any reason whatsoever,
      the ability for the Company to market, operate and support its systems
      will be adversely affected.  While the Company is located in areas
      where the available pool of people is substantial, there is significant
      competition for qualified
personnel.





8.
            Regulatory Risks.
       The products the Company intends to sell are heavily regulated and
      there cannot be any assurances that problems will not arise with regards
      to the safety and deemed viability of any of its bio-technical
      products.





9.
            Market Acceptance.
       As with any new product offered to the marketplace, there can not be
      any assurance that although products have been shown to be viable in a
      laboratory setting, they will function as well on a mass-produced scale or
      that they will be accepted by the consuming public. This may result in the
      loss of a substantial portion of the Company’s product
    line.





10.
            Legal Liability Risks.
       All new drugs carry an inherent health risk that may surface only
      after substantial usage, resulting in potentially ruinous legal action
      against the Company. Although the Company will endeavor to mitigate these
      risks through thorough testing and by the purchase of liability insurance,
      no assurances can be given to eliminate these
  entirely.





11.
            No Review of Offering
      Materials.   The recent offer and sale of the Company’s
      shares and convertible debentures have not been registered under the Act,
      in reliance on exemptions from registration.  As a result, the
      Agreement has not been reviewed by the Securities and Exchange Commission
      nor by any state or provincial securities commission and prospective
      investors do not benefit from any additional disclosure or requirements
      which might have been imposed by any of such
  Commissions.





12.
            Non-liquidity of the
      Debentures.  While the common shares of the Company are
      currently quoted on the NASD OTC Bulletin Board market, the aforementioned
      debentures currently have no market for their re-sale, and no market for
      them is anticipated by the Company.





13.
            Non-liquidity of the Underlying
      Shares.  While the underlying common shares of the Company are
      currently quoted on the NASD OTC Bulletin Board market, the underlying
      shares of the Units are subject to re-sale restrictions and thus are not
      liquid and no assurance can be given that the market in the underlying
      shares will be maintained and be available to the investor at such time
      that the underlying shares become freely
  trade-able.


18





14.
            Penny Stock Regulation with
      Respect to the Underlying Shares.  Broker-dealer practices in
      connection with transactions in "penny stocks" are regulated by certain
      penny stock rules adopted by the Securities and Exchange Commission.
       Penny stocks generally are equity securities with a price of less
      than $5.00 (other than securities registered on certain national
      securities exchanges or quoted on the NASDAQ system).  The penny
      stock rules require a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from the rules, to deliver a standardized risk
      disclosure document that provides information about penny stocks and the
      nature and level of risks in the penny stock market.  The
      broker-dealer also must provide the customer with current bid and offer
      quotations for the penny stock, the compensation of the broker-dealer and
      its salesperson in the transaction, and, if the broker dealer is the sole
      market-maker, the broker-dealer must disclose this fact and the
      broker-dealer's presumed control over the market, and monthly account
      statements showing the market value of each penny stock held in the
      customer's account.  In addition, broker-dealers who sell such
      securities to persons other than established customers and accredited
      investors (generally, those persons with assets in excess of $1,000,000 or
      annual income exceeding $200,000 or $300,000 together with their spouse),
      must make a special written determination that the penny stock is a
      suitable investment for the purchaser and receive the purchaser's written
      agreement to the transaction. Consequently, these requirements may have
      the effect of reducing the level of trading activity in the secondary
      market for a security that becomes subject to the penny stock rules.
       The underlying shares are subject to the penny stock rules and
      investors in this Offering, upon conversion of the Units, may find it more
      difficult to sell their securities.








19





Item
7 Financial Statements











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and Stockholders


Viropro,
Inc. and subsidiaries


Montreal,
Quebec, Canada








We have
audited the accompanying consolidated balance sheets of Viropro, Inc. and
subsidiaries (A Development Stage Company) as of November 30, 2008 and 2007, and
the related consolidated statements of operations, stockholders’ deficit and
cash flows for the years then ended and from inception (July 1, 2003) to
November 30, 2008. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 audits provide a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Viropro, Inc. and
subsidiaries (A Development Stage Company) as of November 30, 2008 and 2007, and
results of its operations and its cash flows for the years then ended and from
inception (July 1, 2003) to November 30, 2008 in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2
to the accompanying consolidated financial statements, the Company has suffered
losses from operations, current liabilities exceed current assets and it is in
the development stage. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to this
matter are also discussed in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








De Joya,
Griffith & Company, LLC


Henderson,
Nevada











March 10,
2009


20





Viropro,
      Inc. and subsidiaries
              (A
      Development Stage Company)Consolidated
      Balance Sheets
              (In
      US Dollars)November
      30, 2008
            
            
            November
      30, 2007(Audited)
            
            
            (Audited)ASSETSCurrent
      Assets:Cash
            
            $
            2,726
            
            
            $
            39,993Other
      receivables
            
            
            -
            
            
            
            21,381Prepaid
      expenses
            
            
            4,332
            
            
            
            9,262GST
      taxes
            
            
            2,429
            
            
            
            6,507Financing
      costs
            
            
            120,111
            
            
            
            248,162Total
      current assets
            
            
            129,598
            
            
            
            325,305Property
      and Equipment, net
            
            
            -
            
            
            
            13,353Other
      AssetPatent,
      net
            
            
            -
            
            
            
            852,370Total
      Assets
            
            $
            129,598
            
            
            $
            1,191,028LIABILITIESAND STOCKHOLDERS’
      DEFICITCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            324,548
            
            
            $
            753,815Other
      payables
            
            
            -
            
            
            
            30,648Convertible
      debentures- current (net of unamortized debt discount of
      $35,831)
            
            
            692,169
            
            
            
            -Common
      stock payable
            
            
            80,000
            
            
            
            30,000Total
      Current Liabilities
            
            
            1,096,717
            
            
            
            814,463Convertible
      debentures (net of unamortized debt discount of $506,452)
            
            
            485,630
            
            
            
            647,779Total
      Liabilities
            
            
            1,582,347
            
            
            
            1,462,242Stockholders'
      deficit:Common
      stock, $.001 par value, 100,000,000 sharesauthorized,
      35,386,160 and 37,988,910 shares issued and outstanding,
      respectively
            
            
            35,386
            
            
            
            37,989Additional
      paid in capital
            
            
            13,120,834
            
            
            
            12,602,034Deferred
      stock compensation
            
            
            -
            
            
            
            (69,860
            )Deficit
      accumulated during the development stage
            
            
            (12,506,205
            )
            
            
            (10,771,590
            )Accumulated
      deficit
            
            
            (1,971,555
            )
            
            
            (1,971,555
            )(1,321,540
            )
            
            
            (172,982
            )Other
      comprehensive loss:Foreign
      currency translation adjustment
            
            
            (131,209
            )
            
            
            (98,232
            )Total
      Stockholders’ Deficit
            
            
            (1,452,749
            )
            
            
            (271,214
            )Total
      Liabilities and Stockholders’Deficit
            
            $
            129,598
            
            
            $
            1,191,028




See
accompanying notes to consolidated financial statements.


21




Viropro,
      Inc. and subsidiaries
              (A
      Development Stage Company)Consolidated
      Statements of Operations and Other Comprehensive Loss(In
      US Dollars)Year
      Ended
            
            
            Year
      Ended
            
            
            Inception
      (July 1,
              2003)
      toNovember
      30,
            
            
            November
      30,
            
            
            November
      30,2008
            
            
            2007
            
            
            2008(Audited)
            
            
            (Audited)
            
            
            (Audited)Revenues
            
            $
            -
            
            
            $
            264,000
            
            
            $
            264,000Cost
      of revenue
            
            
            -
            
            
            
            -
            
            
            
            -Gross
      profit
            
            
            -
            
            
            
            264,000
            
            
            
            264,000Operating
      expenses:Consulting
      fees -non cash compensation
            
            
            69,860
            
            
            
            672,598
            
            
            
            6,156,730Consulting
      fees
            
            
            149,827
            
            
            
            239,452
            
            
            
            1,273,038Professional
      fees
            
            
            187,575
            
            
            
            297,771
            
            
            
            1,083,564Research
      and development
            
            
            153,853
            
            
            
            63,727
            
            
            
            280,418General
      and administrative
            
            
            291,682
            
            
            
            766,218
            
            
            
            2,057,053Total
      operating expenses
            
            
            852,797
            
            
            
            2,039,766
            
            
            
            10,850,803Operating
      loss
            
            
            (852,797
            )
            
            
            (1,775,766
            )
            
            
            (10,586,803
            )Other
      income (expense)Interest
      expense
            
            
            (584,223
            )
            
            
            (826,865
            )
            
            
            (1,569,832
            )Research
      and development credit
            
            
            66,006
            
            
            
            -
            
            
            
            66,006Gain
      (loss) on investment
            
            
            29,359
            
            
            
            (51,973
            )
            
            
            (22,614
            )Loss
      on impairment of patent
            
            
            (799,870
            )
            
            
            -
            
            
            
            (799,870
            )Gain
      on legal settlement
            
            
            386,387
            
            
            
            -
            
            
            
            386,387Loss
      on legal settlement
            
            
            (5,250
            )
            
            
            -
            
            
            
            (5,250
            )Gain
      on return of shares for services not rendered
            
            
            32,000
            
            
            
            -
            
            
            
            32,000Debt
      forgiveness
            
            
            42,501
            
            
            
            -
            
            
            
            42,501Loss
      on uncollectible advances
            
            
            (20,058
            )
            
            
            -
            
            
            
            (20,058
            )Loss
      on sale of assets
            
            
            (28,670
            )
            
            
            -
            
            
            
            (28,670
            )(881,818
            )
            
            
            (878,838
            )
            
            
            (1,919,400
            )Net
      loss
            
            $
            (1,734,615
            )
            
            $
            (2,654,604
            )
            
            $
            (
      12,506,205
            )Comprehensive
      loss:Foreign
      currency translation adjustment
            
            
            (32,977
            )
            
            
            (56,937
            )
            
            
            (131,209
            )Comprehensive
      loss
            
            $
            (1,767,592
            )
            
            $
            (2,711,541
            )
            
            $
            (12,637,414
            )Per
      share information - basic:Weighted
      average shares
      outstanding
            
            
            36,928,242
            
            
            
            34,791,633Loss
      per common share
            
            $
            (0.04
            )
            
            $
            (0.08
            )





See
accompanying notes to consolidated financial statements.


22




Viropro,
      Inc. and subsidiaries
              (A
      Development Stage Company)Consolidated
      Statements of Stockholders' DeficitFrom
      Inception (July 1, 2003) to November 30, 2008(Audited
      in US Dollars)
            
            
            
            
            
            DeficitAccumulatedDeferred
            
            
            During
      the
            
            
            
            
            
            ForeignCommon
      Stock
            
            
            Additional
            
            
            Stock
            
            
            Development
            
            
            Accumulated
            
            
            CurrencyShares
            
            
            Amount
            
            
            Paid
      in Capital
            
            
            Compensation
            
            
            Stage
            
            
            Deficit
            
            
            Translation
            
            
            TotalBalance
      June 30, 2003
            
            
            4,116,974
            
            
            $
            4,117
            
            
            $
            1,957,308
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (1,971,555
            )
            
            $
            -
            
            
            $
            (10,130
            )-Shareholders’
      direct payments for accounts payable
            
            
            -
            
            
            
            -
            
            
            
            10,130
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            10,130Net
      (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (8,525
            )
            
            
            -
            
            
            
            -
            
            
            
            (8,525
            )Balance
      November 30, 2003
            
            
            4,116,974
            
            
            
            4,117
            
            
            
            1,967,438
            
            
            
            -
            
            
            
            (8,525
            )
            
            
            (1,971,555
            )
            
            
            -
            
            
            
            (8,525
            )Common
      shares issued for cash
            
            
            250,000
            
            
            
            250
            
            
            
            49,750
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            50,000Common
      stock subscriptions
            
            
            -
            
            
            
            -
            
            
            
            1,190,140
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,190,140Net
      (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,159,543
            )
            
            
            -
            
            
            
            -
            
            
            
            (1,159,543
            )Foreign
      currency translation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,478
            
            
            
            2,478Balance
      November 30, 2004
            
            
            4,366,974
            
            
            
            4,367
            
            
            
            3,207,328
            
            
            
            -
            
            
            
            (1,168,068
            )
            
            
            (1,971,555
            )
            
            
            2,478
            
            
            
            74,550Issuance
      of shares subscribed for at November 30,2004
            
            
            3,834,500
            
            
            
            3,834
            
            
            
            (3,834
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Common
      shares issued for cash
            
            
            1,415,630
            
            
            
            1,416
            
            
            
            289,230
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            290,646Common
      shares issued for services
            
            
            6,265,965
            
            
            
            6,266
            
            
            
            1,744,828
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,751,094Common
      stock subscriptions – cash
            
            
            -
            
            
            
            -
            
            
            
            297,500
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            297,500Common
      stock subscriptions – services
            
            
            -
            
            
            
            -
            
            
            
            60,000
            
            
            
            (60,000
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Amortization
      of deferred compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            15,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            15,000Common
      stock subscription receivable
            
            
            -
            
            
            
            -
            
            
            
            25,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            25,000Net
      (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,513,542
            )
            
            
            -
            
            
            
            -
            
            
            
            (2,513,542
            )Foreign
      currency translation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (68,795
            )
            
            
            (68,795
            )Balance
      November 30, 2005
            
            
            15,883,069
            
            
            $
            15,883
            
            
            $
            5,620,052
            
            
            $
            (45,000
            )
            
            $
            (3,681,610
            )
            
            $
            (1,971,555
            )
            
            $
            (66,317
            )
            
            $
            (128,547
            )





See
accompanying notes to consolidated financial statements.


23




Viropro,
      Inc. and subsidiaries
                (A
      Development Stage Company)Consolidated
      Statements of Stockholders' DeficitFrom
      Inception (July 1, 2003) to November 30, 2008 – Continued(Audited
      in US Dollars)DeficitAccumulatedDeferred
              
              
              During
      the
              
              
              
              
              
              ForeignCommon
      Stock
              
              
              Additional
              
              
              Stock
              
              
              Development
              
              
              Accumulated
              
              
              CurrencyShares
              
              
              Amount
              
              
              Paid
      in Capital
              
              
              Compensation
              
              
              Stage
              
              
              Deficit
              
              
              Translation
              
              
              TotalBalance
      November 30, 2005
              
              
              15,883,069
              
              
              $
              15,883
              
              
              $
              5,620,052
              
              
              $
              (45,000
              )
              
              $
              (3,681,610
              )
              
              $
              (1,971,555
              )
              
              $
              (66,317
              )
              
              $
              (128,547
              )Common
      stock issued for cash
              
              
              4,000,997
              
              
              
              4,001
              
              
              
              701,587
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              705,588Common
      stock issued for services
              
              
              9,108,555
              
              
              
              9,109
              
              
              
              3,023,790
              
              
              
              (503,625
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,529,274Common
      stock issued for patent
              
              
              3,500,000
              
              
              
              3,500
              
              
              
              1,046,500
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,050,000Amortization
      of deferred compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              45,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              45,000Record
      debenture financing and debt discount
              
              
              -
              
              
              
              -
              
              
              
              713,429
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              713,429Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,435,376
              )
              
              
              -
              
              
              
              -
              
              
              
              (4,435,376
              )Foreign
      currency translation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              25,022
              
              
              
              25,022Balance
      November 30, 2006
              
              
              32,492,621
              
              
              $
              32,493
              
              
              $
              11,105,358
              
              
              $
              (503,625
              )
              
              $
              (8,116,986
              )
              
              $
              (1,971,555
              )
              
              $
              (41,295
              )
              
              $
              504,390




Common
      stock issued for cash
            
            
            600,000
            
            
            
            600
            
            
            
            61,400
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            62,000Common
      stock issued for services
            
            
            1,893,836
            
            
            
            1,894
            
            
            
            236,940
            
            
            
            (238,834
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Common
      stock for debentures converted and interest
            
            
            3,002,453
            
            
            
            3,002
            
            
            
            597,488
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            600,490Amortization
      of deferred compensation
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            672,599
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            672,599Record
      debenture financing and debt discount
            
            
            -
            
            
            
            -
            
            
            
            600,848
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            600,848Net
      (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,654,604
            )
            
            
            -
            
            
            
            
            
            
            
            (2,654,604
            )Foreign
      currency translation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (56,937
            )
            
            
            (56,937
            )Balance
      November 30, 2007
            
            
            37,988,910
            
            
            $
            37,989
            
            
            $
            12,602,034
            
            
            $
            (69,860
            )
            
            $
            10,771,590
            )
            
            $
            1,971,555
            )
            
            $
            (98,232
            )
            
            $
            (271,214
            )




24




Viropro,
      Inc. and subsidiaries
              (A
      Development Stage Company)Consolidated
      Statements of Stockholders' DeficitFrom
      Inception (July 1, 2003) to November 30, 2008 – Continued(Audited
      in US Dollars)DeficitAccumulatedDeferred
            
            
            During
      the
            
            
            
            
            
            ForeignCommon
      Stock
            
            
            Additional
            
            
            Stock
            
            
            Development
            
            
            Accumulated
            
            
            CurrencyShares
            
            
            Amount
            
            
            Paid
      in Capital
            
            
            Compensation
            
            
            Stage
            
            
            Deficit
            
            
            Translation
            
            
            TotalBalance
      November 30, 2007
            
            
            37,988,910
            
            
            $
            37,989
            
            
            $
            12,602,034
            
            
            $
            (69,860
            )
            
            $
            (10,771,590
            )
            
            $
            (1,971,555
            )
            
            $
            (98,232
            )
            
            $
            (271,214
            )Common
      stock issued for settlement
            
            
            3,725,000
            
            
            
            3,725
            
            
            
            39,200
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            42,925Common
      stock canceled
            
            
            (3,727,750
            )
            
            
            (3,728
            )
            
            
            (209,009
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (212,737
            )Common
      stock canceled – Immuno Japan
            
            
            (2,750,000
            )
            
            
            (2,750
            )
            
            
            2,750
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Common
      stock for debentures converted and interest
            
            
            150,000
            
            
            
            150
            
            
            
            29,850
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            30,000Amortization
      of deferred compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            69,860
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            69,860Record
      debenture financing and debt discount
            
            
            -
            
            
            
            -
            
            
            
            656,009
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            656,009Net
      (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,734,615
            )
            
            
            -
            
            
            
            -
            
            
            
            (1,734,615
            )Foreign
      currency translation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (32,977
            )
            
            
            (32,977
            )Balance
      November 30, 2008 (audited)
            
            
            35,386,160
            
            
            $
            35,386
            
            
            $
            13,120,834
            
            
            $
            -
            
            
            $
            (12,506,205
            )
            
            $
            (1,971,555
            )
            
            $
            (131,209
            )
            
            $
            (1,452,749
            )




See
accompanying notes to consolidated financial statements.


25


Viropro,
      Inc.(A
      Development Stage Company)Consolidated
      Statements of Cash Flows(In
      US Dollars)
  Year
      Ended
              
              
              Year
      Ended
              
              
              Inception
      (July 1, 2003November
      30, 2008
              
              
              November
      30, 2007
              
              
              to
      November 30, 2008)(Audited)
              
              
              (Audited)
              
              
              (Audited)Cash
      flows from operating activities:Net
      (loss)
              
              $
              (1,734,615
              )
              
              $
              (2,654,601
              )
              
              $
              (12,506,205
              )Adjustments
      to reconcile net loss to net cash used by operating
      activities :Depreciation
      and amortization
              
              
              62,471
              
              
              
              108,839
              
              
              
              269,263Amortization
      financing costs
              
              
              221,085
              
              
              
              581,226
              
              
              
              885,324Amortization
      beneficial conversion feature
              
              
              279,944
              
              
              
              247,540
              
              
              
              568,089Loss
      on investment
              
              
              -
              
              
              
              51,973
              
              
              
              51,973Loss
      on impairment of patent
              
              
              799,870
              
              
              
              -
              
              
              
              799,870Loss
      on sale of assets
              
              
              28,670
              
              
              
              -
              
              
              
              28,670Loss
      on uncollectible advances
              
              
              20,058
              
              
              
              -
              
              
              
              20,058Gain
      on legal settlement
              
              
              (386,387
              )
              
              
              -
              
              
              
              (386,387
              )Loss
      on legal settlement
              
              
              5,250
              
              
              
              -
              
              
              
              5,250Gain
      on return of shares for services non rendered
              
              
              (32,000
              )
              
              
              -
              
              
              
              (32,000
              )Debt
      forgiveness
              
              
              (42,501
              )
              
              
              -
              
              
              
              (42,501
              )Consulting
      fees – non-cash stock compensation
              
              
              69,860
              
              
              
              672,599
              
              
              
              6,154,731Changes
      in operating assets and liabilities :Decrease
      in other receivables
              
              
              1,323
              
              
              
              (17,807
              )
              
              
              (20,058
              )Decrease
      in prepaid expenses
              
              
              4,930
              
              
              
              (5,145
              )
              
              
              (4,331
              )Decrease
      in GST taxes
              
              
              4,078
              
              
              
              15,597
              
              
              
              (2,429
              )Decrease
      in Accounts payable and accrued expenses
              
              
              (174,187
              )
              
              
              300,864
              
              
              
              550,969Decrease
      in Other payables
              
              
              -
              
              
              
              22,460
              
              
              
              30,648Increase
      in Deferred revenue
              
              
              -
              
              
              
              (49,965
              )
              
              
              -Net
      cash used in operating activities
              
              
              (872,151
              )
              
              
              (726,423
              )
              
              
              (3,629,066
              )Cash
      flows from investing activities:Investment
      in minority interest
              
              
              -
              
              
              
              -
              
              
              
              (51,973
              )Sale
      of property and equipment
              
              
              47,962
              
              
              
              -
              
              
              
              47,962Acquisition
      of property and equipment
              
              
              (73,250
              )
              
              
              -
              
              
              
              (95,765
              )Net
      cash used in investing activities
              
              
              (25,288
              )
              
              
              -
              
              
              
              (99,776
              )Cash
      flows from financing activities:Proceeds
      from legal settlement
              
              
              100
              
              
              
              -
              
              
              
              100Payment
      of financing costs
              
              
              (93,034
              )
              
              
              -
              
              
              
              (99,034
              )Proceeds
      from common shares
              
              
              -
              
              
              
              62,000
              
              
              
              1,592,234Payment
      of convertible debenture
              
              
              (56,000
              )
              
              
              633,965
              
              
              
              (56,000
              )Common
      stock payable
              
              
              50,000
              
              
              
              30,000
              
              
              
              80,000Proceeds
      from convertible debentures
              
              
              992,083
              
              
              
              -
              
              
              
              2,339,477Net
      cash provided by financing activities
              
              
              893,149
              
              
              
              725,965
              
              
              
              3,862,777Net
      increase (decrease) in cash
              
              
              (4,290
              )
              
              
              (,458
              )
              
              
              133,935Effect
      of changes in exchange rate
              
              
              (32,977
              )
              
              
              (56,937
              )
              
              
              (131,209
              )Cash,
      beginning of period
              
              
              39,993
              
              
              
              97,388
              
              
              
              -Cash,
      end of period
              
              $
              2,726
              
              
              $
              39,993
              
              
              $
              2,726





See
accompanying notes to consolidated financial statements.


26





Viropro,
      Inc. and subsidiaries
              (A
      Development Stage Company)Consolidated
      Statements of Cash Flows(In
      US Dollars)




Supplemental
      information:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            7,387Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non
      cash investing and financing activities :Issuance
      of common stock for conversion of debentures and interest
            
            $
            30,000
            
            
            $
            -
            
            
            $
            630,490Issuance
      of common stock for patent (3,500,000 shares)
            
            $
            -
            
            
            $
            -
            
            
            $
            1,050,000Gain
      on legal settlement -cancelation of shares
            
            $
            137,712
            
            
            $
            -
            
            
            $
            137,712Gain
      on legal settlement – debt forgiveness
            
            $
            248,675
            
            
            $
            -
            
            
            $
            248,675Receivable
      for common stock
            
            $
            -
            
            
            $
            -
            
            
            $
            25,000





See
accompanying notes to consolidated financial statements.












27




Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Note
1: Organization and Basis of Presentation





Viropro,
Inc. (formerly known as Food Concepts, Inc.) (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 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. Subsequent to June 30, 2003, the Company changed its year-end to
November 30 and became a development stage company in accordance with the
provisions of SFAS No 7 “Accounting and Reporting for Development Stage
Enterprises”. The Company is currently developing a generic version of a
biopharmaceutical drug.





Note
2: Going Concern





The
Company’s financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.





The
Company has experienced significant losses from operations. The aggregate
accumulated deficit and accumulated deficit during the development stage of the
Company is $14,477,760 ($1,971,555 and $12,506,205, respectively) including a
net loss for the year ended November 30, 2008, in the amount of
$1,734,615.





The
Company’s ability to continue as a going concern is contingent upon its ability
to secure additional financing, increase ownership equity and attain profitable
operations. In addition, the Company’s ability to continue as a going concern
must be considered in light of the problems, expenses and complications
frequently encountered in established markets and the competitive environment in
which the Company operates.





These
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.


28


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Note
3: 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 inter-company accounts and
transactions have been eliminated in consolidation.





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.





Cash
and Cash Equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.





Accounts
Receivable





Accounts
receivable are stated at estimated net realizable value.  Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectability, historical
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances.





Financial
Instruments





Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of November 30, 2008. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
receivables and accounts payable and accrued expenses. Fair values were assumed
to approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair
values.


29





Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Property
and Equipment





Property
and equipment is recorded at cost. Expenditures for major improvements and
additions are added to the property and equipment accounts while replacements,
maintenance and repairs, which do not extend the life of the assets, are
expensed. Depreciation is computed using the straight line method over the
estimated useful lives of 3 to 5 years.





Depreciation
expense for the years ended November 30, 2008 and 2007 was $16,278 and $3,839,
respectively.





In the
current year, the company received a total of $47,962 for the sale of all their
assets.  The company recorded a loss
of  $28,670.





Investment
in Biochallenge S.A.





In
January 2006, the Company purchased for $51,973 an approximate 15% common stock
equity interest in Biochallenge S.A., a Tunisian pharmaceutical firm.
 During 2007, the investment was evaluated for impairment due to an adverse
change in the market condition of the invested company.  As a result of
this evaluation, the Company determined the investment to be impaired and
recognized a loss on investment of $51,973 as of November 30,
2007.  In the current year, the company received $29,359 as payment
from the investment.  The company recorded funds as a gain on
investment.





Advances





Management
has decided during the quarter to record an allowance for $20,058 in advances
made to prior management as they are deemed unrecoverable. The Company carries
no other advances to other individuals in its books at present
time.





Revenue
Recognition





In
general, the Company records revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectability is reasonably
assured. The following policies reflect specific criteria for the various
revenues streams of the Company:





Revenue
is recognized at the time the product is delivered. Provision for sales returns
will be estimated based on the Company’s historical return experience. Revenue
is presented net of returns.


30


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Net
Income (Loss) Per Common Share





The
Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During periods in which the Company incurs losses, common stock
equivalents, if any, are not considered, as their effect would be
anti-dilutive.





Comprehensive
Income (Loss)





The
Company follows Statement of Financial Accounting Standards (“SFAS”) 130,
"Reporting Comprehensive Income".  SFAS 130 establishes standards for the
reporting and display of comprehensive income or loss and its components in the
financial statements.





Foreign
Currency Translation





The local
currency (Canadian Dollar) is the functional currency for the Company’s
operations. Assets and liabilities are translated using the exchange rate in
effect at the balance sheet date. Income and expenses are translated at the
average exchange rate for the year. Translation adjustments are reported as a
separate component of stockholders’ deficit.





Segment
Information





The
Company follows SFAS 131, “Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.





Stock-Based
Compensation





On
January 1, 2006, the Company adopted SFAS No. 123(R) “Share-Based Payment” which
requires the measurement and recognition of compensation expense for all
share-based payment awards made to employees and directors including employee
stock options and employee stock purchases related to a Employee Stock Purchase
Plan based on the estimated fair values.





The
Company adopted SFAS No. 123(R) using the modified prospective transition
method, which required the application of the accounting standard as of January
1, 2006.  The accompanying consolidated financial statements as of and for
the year ended November 30, 2007 reflect the impact of SFAS 123(R).  In
accordance with the modified prospective transition method, the Company’s
accompanying consolidated financial statements for the prior periods have not
been restated, and do not include the impact of SFAS No. 123(R).  Stock
based compensation expense recognized under SFAS No. 123(R) for the year ended
November 30, 2008 totaled $0 (2007; $672,599)


31


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Impairment
of Long-Lived Assets





The
Company accounts for long-lived assets and goodwill in accordance with the
provisions of SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" and SFAS 142, "Goodwill and Other Intangible Assets". SFAS 144 requires
that long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. SFAS 142 requires annual tests for
impairment of goodwill and intangible assets that have indefinite useful lives
and interim tests when an event has occurred that more likely than not has
reduced the fair value of such assets.





Income
Taxes





The
Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.





Recent
Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
157”), which provides guidance on how to measure assets and liabilities that use
fair value. SFAS 157 will apply whenever another US GAAP standard requires (or
permits) assets or liabilities to be measured at fair value but does not expand
the use of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will be
effective for years beginning after November 15, 2007 (December 1, 2007 for the
Company). The adoption of this standard did not have a material impact on its
financial position, results of operations or cash flows.





In
February 2007, the FASB issued SFAS 159 “The Fair Value Option for Financial
Asset and Financial Liabilities – an amendment of FSAB statement
115”.  This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value.  This statement also
establishes presentation and disclosure requirements designed to facilitate
comparisons between entities that choose different measurement attributes for
similar types of assets and liabilities.  The statement is effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007.  The adoption of this standard did not have a material
impact on its financial position, results of operations or cash
flows.


32





Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Recent
Pronouncements (continued)





In
December 2007, the FASB issued SFAS 160 “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51”.  The
objective of this statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  This statement is effective for
fiscal years beginning on or after December 15, 2008.  The adoption of
this Standard is not expected to have any material impact on the Company’s
financial position, results of operations or cash flows.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133,”
(SFAS “161”) as amended and interpreted, which requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. The Company is currently evaluating the effect this standard will have
on the Company.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”.  SFAS 163 requires that an insurance
enterprise recognize a claim liability prior to an event of default when there
is evidence that credit deterioration has occurred in an insured financial
obligation. It also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted.  The adoption of this statement is not expected to have
a material effect on the Company's future reported financial position or results
of operations.


33


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Note
3: Income Taxes





As of
November 30, 2008 and 2007, the Company has a net operating loss carry forward
of approximately $6,397,000 and $5,680,000, respectively.  This loss
will be available to offset future taxable income.  If not used, this
carry forward will expire through 2028.  Components of net deferred
tax assets, including a valuation allowance, are as follows at November
30:





2008
            
            
            2007Deferred
      tax assets:Net
      operating loss carryforward
            
            $
            2,181,900
            
            
            $
            1,931,000Total
      deferred tax assets
            
            
            2,181,900
            
            
            
            1,931,000Less:
      Valuation Allowance
            
            
            (2,181,900
            )
            
            
            (1,931,000
            )Net
      Deferred Tax Assets
            
            $
            -
            
            
            $
            -




The
valuation allowance for deferred tax assets as of November 30, 2008 and 2007 was
approximately $2,181,900 and $1,931,000, respectively.  In assessing
the recovery of the deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible.  Management considers
the scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment.  As a
result, management determined it was more likely than not the deferred tax
assets would not be realized as of November 30, 2008 and 2007 and, accordingly,
recorded the full valuation allowance.





The
Company files income tax returns in the United States federal jurisdiction. The
Company will file its U.S. federal return for the year ended November 30, 2007
and November 30, 2008, upon the issuance of this filing. These U.S. federal
returns are considered open tax years as of the date of these consolidated
financial statements.





Reconciliation
between the statutory rate and the effective tax rate is as follows at November
30:





2008
            
            
            2007Federal
      statutory tax rate
            
            
            (35.0
            )%
            
            
            (34.0
            )%Change
      in valuation allowance
            
            
            35.0
            %
            
            
            34.0
            %Effective
      tax rate
            
            
            0.0
            %
            
            
            0.0
            %




34


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)




Note
4: Convertible Debentures





Viropro
agreed to issue up to $1,300,000 of convertible debentures. The time frame for
collecting the financing and issuing convertible debentures was March 1,
2007.  As of May 31, 2007, $1,300,000 was collected and none of the
convertible debenture remained available.  The Company has determined
the debentures to have a beneficial conversion feature totalling
$420,527.  The beneficial conversion feature has been recorded as a
debt discount which is being amortized over the life of the
loans.  The beneficial conversion feature was valued under the
Black-Scholes option pricing model using the following assumptions: a stock
price between $0.19 and $1.19; estimated life of 3 years; historical volatility
rate ranging between 205% and 251% and debt discount rate of 6.00%. The
investors shall have 3 years from March 1, 2006 to exercise 6,500,000
warrants.  The warrant strike price shall be $0.25 per share of
restricted stock.  The Company has determined the warrants to have a
value of $838,587 which has been reflected as a financing cost and is being
amortized over the life of the loans.  The warrants were valued under
the Black-Scholes option pricing model.  As of November 30, 2008, the
unamortized debt discount and unamortized financing cost was $25,222 and
$43,260, respectively.





From
March 1, 2007 to November 30, 2008, investors converted $630,490 in private
debenture financing as which included accumulated interest of $74,490 into
3,032,112 common shares.  In addition debentures totaling $56,000,
were settled with cash.





On
October 2007, the Company announced an expected US$ 1.5 million
financing.  On December 21, 2007, the Company informed its
stockholders that the first tranche of US$ 300,000 related to the US$ 1.5
Million financing was not closed due to unfavorable market
conditions.  As of May 31, 2008, the Company raised only $70,000 from
this first tranche of $300,000.  The Company has determined the
debentures to have a beneficial conversion feature totaling
$22,165.  The beneficial conversion feature has been recorded as a
debt discount which will be amortized over the life of the loan.  As
of November 30, 2008, the unamortized debt discount was
$10,609.  The beneficial conversion feature was valued using the
intrinsic value method using the following assumptions: a stock price of $0.08
and an estimated life of 2 years. This debenture bears an annual interest rate
of 6%, the conversion price is set at $0.06 per share and the maturity is
November 1, 2009.





On March
3, 2008, Viropro agreed to issue up to $2,000,000 of convertible debentures. The
time frame for collecting the financing and issuing convertible debentures began
March 3, 2008 and will continue through December 15, 2008.  As of
November 30, 2008, $992,082 of convertible debentures had been
issued.  The Company has determined the debentures to have a
beneficial conversion feature totalling $656,009.  The beneficial
conversion feature was valued under the Instrinsic value method using the
following assumptions: a stock price between $0.02 and $0.07; and an estimated
life of 3 years.  This debenture bears an annual interest rate of 10%
to be paid semi-annually, the conversion price is set at $0.03 per share and the
maturity is June 2011.  As of November 30, 2008, the unamortized debt
discount was $506,452.


35


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Note
5: Stockholders’ Deficit





During
the five month period ended November 30, 2003, the Company implemented a 1 to
12.14 reverse stock split. All share and per share amounts have been restated to
effect this split.





At
February 28, 2006, the shareholders approved an increase in share capital to
45,000,000 authorized shares of common stock with a par value of $0.001.
 On October 25, 2006, the shareholders approved an additional increase in
share capital to 100,000,000 authorized shares of common stock with a par value
of $0.001





During
November 2004, the Company issued 250,000 common shares pursuant to the
exemption contained in Regulation S for cash aggregating $50,000.





During
December 2004, the Company filed a Registration Statement under Rule S-8 and
issued 1,000,000 common shares for services rendered during the year ended
November 30, 2004. The fair value of these shares of $305,000 has been recorded
as a stock subscription at November 30, 2004 and charged to operations during
the year ended November 30, 2004.





During
December 2004, the Company issued 682,500 common shares pursuant to the
exemption contained in Regulation S for cash received prior to November 30,
2004, aggregating $136,500. In conjunction with this offering the Company issued
1,457,500 warrants to purchase common shares at $.25 per share. The warrants
expire in December 2006.





During
February 2005, the Company issued 2,152,000 common shares for services performed
during the year ended November 30, 2004. The fair value of these shares of
$748,640 has been recorded as a stock subscription at November 30, 2004 and
charged to operations during the year ended November 30, 2004.





During
February 2005, the Company issued 493,200 common shares pursuant to the
exemption contained in Regulation S for cash received aggregating $105,660. In
conjunction with this offering the Company issued 741,400 warrants to purchase
common shares at $0.25 per share and 50,000 warrants to purchase common shares
at $.35 per share. The warrants expire in February 2007.





During
February 2005, the Company issued 685,000 common shares for services performed.
The shares were valued at their fair market value of $287,700 which was charged
to operations during the year.





During
March 2005, the Company issued 850,000 shares of common stock pursuant to a Form
S-8 Registration Statement for services provided. These shares were valued at
their fair market value of $405,150 which was charged to operations during the
year.





During
the period from February to May 2005, the Company issued 922,430 common shares
pursuant to the exemption contained in Regulation S for cash received
aggregating $184,986. In conjunction with this offering the Company issued
543,930 warrants to purchase common shares at $.25 per share. The warrants
expire from February to May 2007.





During
June 2005, the Company issued 1,245,000 common shares for services performed.
The shares were valued at their fair market value of $361,050 which was charged
to operations during the year.


36





Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





During
September 2005, the Company issued 3,485,965 common shares for services
performed. The shares were valued at their fair market value of $697,194 which
were charged to operations during the year.





During
the period from September through November 2005, the Company agreed to issue an
aggregate of 1,487,500 common shares pursuant to the exemption contained in
Regulation S for cash received of $297,500 and 125,000 common shares for a
receivable of $25,000 which was paid in March 2006. In conjunction with this
offering the Company issued 1,597,500 warrants to purchase common shares at
$0.25 per share. The warrants expire from September to December 2007. In
addition the Company agreed to issue 300,000 common shares for services
performed and to be performed which were valued at their fair market value of
$60,000. Through November 30, 2005, the Company has charged $15,000 to
operations related to this issuance.





During
the period December 2005 through November 2006, the Company issued an aggregate
of 9,108,555 shares for services performed totaling $3,032,899.  In January
2006, the Company issued 3,500,000 shares valued at $1,050,000 in exchange for a
patent.  During the period December 2005 through November 2006, the Company
issued an aggregate of 4,000,997 common shares pursuant to the exemption
contained in Regulation S for cash received of $705,588.





During
April 2007, 1,937,612 shares were issued for conversion of debentures and
payment of interest on the debenture, valued at $387,522 or $0.20 per
share.





During
May 2007, 557,500 shares were issued for services performed which were valued at
their fair market value totaling $105,200.





During
May 2007, 203,021 shares were issued for conversion of debentures and payment of
interest on the debenture, valued at $40,604 or $0.20 per share.





During
July 2007, 1,336,336 shares were issued for services performed, which were
valued at their fair market value totaling $133,634.





During
October 2007, 740,000 shares were issued for conversion of debentures, valued at
$148,000 or $0.20 per share.





During
November 2007, 121,820 shares were issued for payment of interest on the
debentures, valued at $24,364 or $0.20 per share.





During
November 2007, 600,000 common shares were issued pursuant to the exemption
contained in Regulation S for cash, valuing $62,000.





The
Company expensed $69,861 of previously issued shares recorded as deferred
compensation.





On March
19, 2007, the Company received $30,000 for 375,000 shares at $0.08 per share of
common stock. As of May 31, 2008, the Company had not issued any of these shares
and accordingly has reflected $30,000 as a common stock payable. The Company
anticipates issuing such shares in the following fiscal year.


37





Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





On April
1, 2008, a holder of the Company’s convertible debentures agreed in writing to
convert their debentures into restricted shares of the Company’s common
stock.  The Company thereby converted $30,000 of principle on the
debentures in exchange for the issuance of 150,000 shares of common
stock.




In 2006,
the Company asserted a counter-claim (Case No. 2:06-cv-00739-RCJ-RJJ) seeking
the return and cancellation of 6,800,000 million shares of Viropro that it felt
were improperly issued.  On April 16, 2008, the Company settled with
various individuals resulting in the following change in equity:  (See
Note 7: Legal Proceedings for additional detail).




On April
16, 2008, the Company entered into six “Release of all Claims and Settlement
Agreements” (RCSA).  The settlements resulted in the return and
cancellation of 2,847,000 restricted shares and issuance of 3,725,000 free
trading shares.  The 878,000 shares issued in excess were valued at
$0.05 per share, for a total value of $40,078.  In addition, the
settlement called for the release of all liabilities due to previous
management.




On April
16, 2008, the Company entered into three additional RCSA’s.  The
settlements stated that the parties mutually agreed to return to the Company a
total of 779,750 shares.  The return of the shares was valued based on
their original issuance which ranged from $0.02 to $0.32 per share for a total
value of $177,790 resulting in a gain on settlement.  This resulted in
a net gain on settlement related to the cancelation of shares of
$137,712.




On April
16, 2008, the Company entered into an RCSA with an individual.  The
settlement stated that the shareholder was to return 1,000 shares for cash
consideration of $100.




Also
during May 2008, the Company received 100,000 shares that had been granted to
one consultant for work that prior management considered had never been
performed. The shares were valued at $32,000 and recorded as consulting expense
in a prior year. The consultant agreed to return the shares and they were
cancelled resulting in a gain in the current period of $32,000.





In July
2008, the Company negotiated the return and cancellation of 2,750,000 shares it
had granted to Immuno Japan upon reaching an agreement for the supply of CHO
cells and the marketing and production of therapeutic proteins. As this
agreement was never implemented, Immuno Japan agreed to return 2,750,000 shares
out of the 4,000,000 that had been issued at the onset, in November
2004.  The shares were deemed to have no value.


38


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Certain
detachable stock warrants have been granted related to convertible debentures
discussed in Note 4: Convertible debentures.  These warrants have expiration dates
between march 2009 to may 2010.




The
following table summarizes the Company’s detachable stock warrant
activities:





Number
      of Warrants
            
            
            Exercise
      PriceBalance
      as of July 1, 2003 (Inception)
            
            
            -
            
            
            $
            -Warrants
      issued
            
            
            -
            
            
            
            -Warrants
      cancelled/expired
            
            
            -
            
            
            
            -Warrants
      exercises
            
            
            -
            
            
            
            -Balance
      as of November 30, 2003
            
            
            -
            
            
            
            -Warrants
      issued
            
            
            -
            
            
            
            -Warrants
      cancelled/expired
            
            
            -
            
            
            
            -Warrants
      exercises
            
            
            -
            
            
            
            -Balance
      as of November 30, 2004
            
            
            -
            
            
            
            -Warrants
      issued
            
            
            -
            
            
            
            -Warrants
      cancelled/expired
            
            
            -
            
            
            
            -Warrants
      exercises
            
            
            -
            
            
            
            -Balance
      as of November 30, 2005
            
            
            -
            
            
            
            -Warrants
      issued
            
            
            -
            
            
            
            -Warrants
      cancelled/expired
            
            
            -
            
            
            
            -Warrants
      exercises
            
            
            -
            
            
            
            -Balance
      as of November 30, 2006
            
            
            3,567,145
            
            
            
            0.25Warrants
      issued
            
            
            2,932,855
            
            
            
            0.25Warrants
      cancelled/expired
            
            
            -
            
            
            
            -Warrants
      exercises
            
            
            -
            
            
            
            -Balance
      as of November 30, 2007
            
            
            6,500,000
            
            
            
            0.25Warrants
      issued
            
            
            -
            
            
            
            -Warrants
      cancelled/expired
            
            
            -
            
            
            
            -Warrants
      exercises
            
            
            -
            
            
            
            -Balance
      as of November 30, 2008
            
            
            6,500,000
            
            
            
            0.25




39


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Note
6: Commitments and Contingencies





During
the periods covered by these financial statements, the Company issued shares of
common stock and subordinated debentures without registration under the
Securities Act of 1933. Although the Company believes that the sales did not
involve a public offering of its securities and the Company did comply with the
“safe harbor” exemptions from registration, if such exemptions were found not to
apply, this could have a material impact on the Company’s financial position and
results of operations. In addition, the Company issued shares of common stock
pursuant to Form S-8 registration statements and pursuant to Regulation S. The
Company believes that it complied with the requirements of Form S-8 and
Regulation S in regard to these issuances; however, if it were determined that
the Company did not comply with these provisions, this could have a material
impact on the Company’s financial position and results of
operations.





During
November 2004, the Company entered into an agreement with the Tokyo-based firm
Immuno Japan, Inc. for the marketing and production of therapeutic proteins in
international markets. According to the agreement, the Company has acquired
licenses to patented technologies related to the production of therapeutic
proteins for certain countries. As compensation for the rights, the Company
issued 500,000 shares of common stock in February 2005, with a fair value of
$220,000 which was charged to operations during the year ended November 30,
2004, and was obligated to issue an additional 500,000 shares of common stock
upon the initial sale of the licensed products, which has not yet occurred. In
addition, the Company was to pay a royalty of 15% of sales of the licensed
products. All agreements with Immuno Japan  have been cancelled as
focus is now on partnerships with Invitrogen and Intas and other interested
parties on Anti-CD20. As 4,000,000 shares had been issued to Immuno Japan for
the purchase of a patent that was never used, the Company negotiated the return,
in July 2008 of 1,750,000 shares. The patent was evaluated during the year ended
November 30, 2008 and was determined to be impaired.  The Company
recorded a loss on impairment for $799,870.





During
the year 2008, the Company settled all accrued salaries due to previous
management.  The settlement resulted in salary forgiveness of
$28,139.





In April 2008, the Company decided to
award to Innium Technologies of Montreal all its research and development on the
Anti-CD20 project.  Viropro will fund the R&D costs but will
retain the entire intellectual property and all rights relating to the project;
in so doing, Viropro has further reduced its fixed costs but all advances made
prior to this agreement have been expensed so as to reflect the arm’s length
relation with Innium.


40


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)





Note 7: Legal Proceedings





On June
16, 2006, the Company became involved in a legal dispute in which a shareholder,
holding 177,500 shares, claimed the Company was purposefully not removing his
trading restrictions.  The Company has appeared and answered the
allegations of the lawsuit, denied liability, and vigorously defended itself.
Viropro was ultimately unsuccessful and $14,250 in damages and attorneys
fees.  This claim was settled in February 2009 by the issuance of
750,000 free trading shares.  The value of the shares to be issued was
accrued resulting in recognition of loss on settlement of $5,250.




In
October 2007, judgement was rendered againt Central Network Communications
(“CNC”), Viropro and Trivor Management for 136,350 CAD on behalf of Martial
Frigon. This amount was due by CNC and Trivor Management as fees payable to
Martial Frigon, to be paid in shares of Viropro. The Company believes the
judgement to be flawed and is seeking recourse and action for
cancellation  of said judgement.




In 2006,
the Company asserted a counter-claim (Case No. 2:06-cv-00739-RCJ-RJJ) seeking
the return and cancellation of 6,800,000 million shares of Viropro that it felt
were improperly issued.  The majority of these shares are owned or
controlled by the previous managers of Viropro.  The current
management of Viropro had been vigorously pursuing the prosecution and defense
of this case.  Although a trial date had been set for July 22, 2008,
the Company was able to resolve the claim by entering into several “Release of
all Claims and Settlement Agreements”.  On April 16, 2008, the Company
settled with the various individuals involved in the following
manner:




On April
16, 2008, the Company entered into six “Release of all Claims and Settlement
Agreements” (RCSA). The RCSAs were entered into with Trivor Investment &
Management Incorporation, (previous management), Suzan Reinharz, Abraham
Grossman, Zalmen Herman, Sinal Academy and Israel Worm.  The
settlements stated that the shareholders agree to return to the Company a total
of 2,847,000 restricted shares. The 225,545 shares held by Trivor, were to be
annulled, since the certificates were lost.  In consideration for said
return of shares and nullification of the shares, the Company was to issue a
total of 3,725,000 shares to various individuals assigned by the
shareholders.  As final settlement for any monies due to Trivor, the
Company agreed to pay the sum of $40,000 Cdn, converted to $39,797
U.S.  As of November 31, 2008, all terms under the RCSA were complied
with.




On April
16, 2008, the Company entered into three additonal RCSA’s with 9131-2355 Quebec
Inc., 4183827 Canada Inc. and 9134-6023 Quebec Inc.  The settlements
stated that the parties mutually agreed to return to the Company a total of
779,750 shares. In addition, the Company acknowledges that 90,000 restricted
shares held by the stockbroker of 9134-6023 Quebec were to be considered as free
trading.  As of May 31, 2008, all shares have been returned and
cancelled.




On April
16, 2008, the Company entered into an RCSA with Jonathan
Abenhaim.  The settlement stated that the shareholder was to return
1,000 shares for cash consideration of $100.




As a
result of the April 16, 2008 settlements, the Company recognized a gain on
settlement totaling $386,387.  This was the result of the cancelation
of shares with a net gain of $137,712 and the release of payables due to the
parties totaling $248,675.  (See Note 5: Stockholders’ Deficit for
additional detail).


41




Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)


Note
7: Legal Proceedings (continued)




During
May 2008, the Company received 100,000 shares that had been granted to one
consultant for work that prior management considered had never been performed.
The consultant agreed to return the shares and they were cancelled resulting in
a gain of $32,000 in the current period.




On May
6,2008,
the Company entered into a RCSA between 4174551 Canada, Inc and Georges
Amar.  The settlement stated that the Company agreed to pay the
shareholder’s attorney fees up to a total amount of $37,500 within ten calendar
days of the full execution of the agreement. The shareholder was to submit a
listing of all attorney fees owed to confirm the amount owed and the
reasonableness of the claim.  The Company also agreed to remove the
restrictive legend on the 616,800 shares currently held in the name of 4174551
Canada Inc.  The shareholder must return the certificates to the
Company for cancellation.  As of November 30, 2008, the Company has
not received the shares or a list of the attorney fees.  The Company
has accrued the $37,500 during the year ended November 30, 2008. Management
expects to fully pay this amount from the proceeds of the next private
placement.





In July
2008, the Company negotiated the return and cancellation of 2,750,000 shares it
had granted to Immuno Japan in November 2004 upon reaching an agreement for the
supply of CHO cells. As this agreement was never implemented, Immuno Japan
agreed to return 2,750,000 shares out of the 4,000,000 that had been issued at
the onset.





Note
8: Subsequent Events





In
December 2008, the Company received a Letter of Intent from Biologics Process
Development Inc. in San Diego, a subsidiary of Intas Biopharmaceuticals Ltd from
India. The letter calls for an investment of $1.18 million dollars from BPD and
the issuance of 84 million shares of the Company. Upon regulatory and
shareholders approval, Biologics Process Development will take control of
Viropro Inc. A Meeting of Shareholders will be held to approve this change of
control on March 24, 2009.





The
meeting will also seek approval of the shareholders to increase the authorized
common shares of the Company which currently stands at 100,000,000 shares. With
the shares to be issued to BPD, the number of shares outstanding on
a  pro-forma basis, would stand at more than 151,000,000. Given the
current market price, the proposal put forth to shareholders is to increase
authorized common shares to 1,000,000,000.





The
strategic decision of acquiring controlling stake has been taken by IBPL to
offer technical expertise and accessibility to its clients in North
America.





Intas
Biopharmaceuticals Limited is a fully integrated biopharmaceutical company based
out of Ahmedabad, Gujarat, India. Since launch of biotechnology operations in
May 2000, Research & Development (R&D) and Manufacturing of
Biopharmaceutical products with a special focus on Oncology (Cancer) are the
major thrust areas for the company.





BPD,
located in Poway, CA, has been providing contract laboratory services to the
biotechnology and biopharmaceutical industries for more than
decade.  The range of services includes molecular biology, cell
culture, fermentation, protein purification, frozen storage, contract
manufacturing, process scale-up and consulting services.


42


Viropro,
Inc. and subsidiaries


(A
Development Stage Company)


Notes
to Financial Statements


November
30, 2008


(Audited)




In
December 2008,  the Company issued 89,500 free trading shares to
9134-6023 Québec Inc. a private Company owned by Suzan Reinharz as part of the
release signed on April 2008. The Company also issued 750,000 free trading
shares to LMC Communications to settle a claim against the Company. (See item 7,
Legal Proceedings).





In
relations with the LOI mentionned above, 5,000,000 restricted shares were also
issued in December 2008 to Biologics Process Development against a payment of
50,000 USD. Finally, 2,142,200 restricted shares were issued to First Royalties
as interest payment on the debenture issued in March 2008.





In
February 2009, the Company issued 14,332,600 free trading shares to First
Royalties convertible debenture holders and 698,500 shares as interest
payment.  966, 667 shares were returned for cancellation by a former
consultant of the Company; these shares were issued as remuneration for the IJI
agreement that was never implemented. Consultant agreed to return without
compensation.  4,200,000 free trading shares were issued to executives
of the Company as per regulation S8 for their involvement in reaching an
agreement with Biologics Process Development. In relations with the LOI
mentioned above, an additional 20,000,000 restricted shares were issued in
February 2098 to Biologics Process Development.  A total of 450,000
shares were issued for the removal of restrictive legend.  Finally,
16,500 restricted shares were issued to 7 debenture holders of Securecap as
interest payment.





In
February 2009, the Company authorized the issuance of 13,661,600 free trading
shares to Securecap convertible debenture holders.  As of the date of
this report the shares have not yet been issued.








43


Item 9. Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure.





None




Item
9A(T). Controls and Procedures.





Management’s
Report on Disclosure Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission ’ s rules and
forms, and that such information is accumulated and communicated to our
management, including our President and Chief Executive Officer (Principal
Executive Officer) and our Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer), as appropriate, to allow timely
decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures, management recognized that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, as ours are
designed to do, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.





As of
November 30, 2008, the end of our fiscal year covered by this report, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, we concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.





Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management’s authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of November 30, 2008.  In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that as of November 30, 2009,
our internal control over financial reporting is effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
generally accepted accounting principles. Our management reviewed the results of
their assessment with our Board of Directors.





During
the 2008 fiscal year and subsequent to year end we enhanced several positions in
our Company, including a new Chief Financial Officer and a new Controller at a
vice-president level, with specific responsibilities for external financial
reporting, internal control, revenue recognition and purchase
accounting.  We also continue to enhance our financial system with the
use of outside consultants.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.


44





PART
III





Item
10. Directors and Executive Officers of the Registrant





(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
      SERVICESerge
      Beausoleil
            48
            Director
            From
      March 1, 2008Claude
      Gingras
            50
            Director
            From
      March 15, 2008Emilio
      Binavince
            68
            Director
            From
      January 17, 2007





EXECUTIVE
OFFICERS





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





NAME
            AGE
            POSITION
            LENGTH OF
      SERVICESerge
      Beausoleil
            48
            President
            From
      March 1, 2008 to dateChief
      Executive OfficerClaude
      Gingras
            50
            Vice-President,
            From
      March 15, 2008 to dateSecretary




SERGE
BEAUSOLEIL, Director, President and CEO





Mr. Serge
Beausoleil worked for over 12 years in the field of Canadian Securities. He
has held various positions at Lévesque Beaubien Geoffrion (Financière Banque
Nationale), Burns Fry Ltd (Nesbitt Burns), Valeurs Mobilières Dubeau and finally
with CIBC Financial Planning Inc as an Investment Specialist.   Mr.
Beausoleil is a successful Entrepreneur having done well in personal businesses
who likes to face new challenges. His previous experience brings strong
expertise in the fields of Finances, Business Management, Sales management,
establishment of marketing strategies, partnership agreements and strategic
alliance negotiations as well as in communications.





Mr.
Beausoleil holds a B.B.A. and an M.Sc. in Economics. He has previously held
titles of Chartered Administrator (Adm. A.), Quebec Institute of Financial
Planning (Fin. Pl.), as well as the title of Fellow of the Canadian Securities
Institute (F.C.S.I.)





CLAUDE
GINGRAS, Director,  Vice-president, Corporate Affairs





For more
than 20 years, Mr. Gingras worked in the securities industry where he has
occupied higher management positions. Over the last 10 years, Mr. Gingras has
acted as consultant in financial engineering, corporate restructuring and legal
documentation. He has also developed and materialized sophisticated investment
products such as Small Business Investment Trusts.





Since
2003, Mr. Gingras has been involved with several Canadian listed companies where
he has successfully structured several millions of dollars in
financing.


Mr.
Gingras graduated in Economics from Laval University and has also held the title
of Fellow of the Canadian Securities Institute (F.C.S.I.)


45





EMILIO
BINAVINCE, Director





Mr.
Binavince, counsel to the law offices of France Viele, was formerly a partner in
Gowling, Strathy & Henderson.  He was educated in the Philippines
(LL.B.), United States (M.C.L., Tulane, LL.M. Harvard) and Germany (Doctoral
Studies, Bonn).  He is a member of the Bars of Ontario, Saskatchewan
and the Philippines.  He was the founding Chairman, Joint MBA/LL.B.
Program and Co-Director of the Graduate Faculty of Law at the University of
Ottawa.  He is an advocate of over thirty years and has appeared as
counsel in all levels of Court including the Supreme Court of Canada and various
administrative tribunals.




(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





Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.





All
officers and directors of the Company filed as required under Section 16(a) of
the Securities Exchange Act of 1934, as amended.





CODE OF
ETHICS





The Code
of Ethics of the Corporation is attached as Exhibit 14.





Item
11.  Executive Compensation





Except as
described below, the Company paid no cash or other compensation to any executive
officer or director of the Company during the fiscal year ended November 30,
2008.





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


46


SUMMARY
COMPENSATION TABLE





Name
      and
            
            
            
            Long-termPrincipal
      Position
            Year
            Fees
            Bonus
            CompensationSerge
      Beausoleil
            2008
            $65,825
            none
            nonePresident
      & CEOClaude
      Gingras
            2008
            $42,800
            none
            noneVP
      and Secretary





Consultants
agreements were executed with both executives. Mr. Beausoleil’s remuneration is
set at $80,000 CDN or $64,672 US using an exchange rate as of November 30, 2008
of 0.8084 for the first year and Mr. Gingras at $48,000 CDN, or $38,803 US using
an exchange rate as of November 30, 2008 of 0.8084. Mr. Beausoleil’s agreement
came to term on February 28, 2009 and Mr. Gingras on March 14, 2009. Both
agreements call for an automatic renewal with a 5% increase in
remuneration.





(c)
Options/SAR Grants Table





The stock
option plan was approved and filed by the board of directors in July
2008.  The plan provides for a maximum of 4,200,000 options at a
maximum offering price of $0.50 per share.  As at November 30, 2008,
there were no options granted to board members and employees and no options were
exercised during this past year.





(d)
Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value
Table





None.





(e) Long
Term Incentive Plan ("LTIP") Awards Table





None.





(f)
Compensation of Directors





Directors
receive no compensation for the work as directors.





(g)
Employment Contracts and Termination of Employment, and
Change-in-Control


Arrangements





Serge
Beausoleil and Claude Gingras, both directors and executives of the Company have
signed a one year renewable contractual agreement with the Company. Renewal is
automatic and carries an automatic 5% increase in compensation.





(h)
Report on Re-pricings of Options/SARs





None.


47





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters





The
following table sets forth, as of November 30, 2008, the number and percentage
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
      OwnedSerge
      Beausoleil (1)
            11,548
            3%








(1)
Directly or indirectly.  Mr Beausoleil is Director and
Officer.





Item
13. Certain Relationships and Related Transactions





No
disclosure necessary.


48


Item
13. Exhibits





The
following exhibits are filed herewith:




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


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


Exhibit
32.1                      Section
1350 Certification.


Exhibit
32.2                      Section
1350 Certification





Item
14.  Principal Accountant Fees and Services





(a) Audit Fees





Total
audit fees billed for professional services rendered by our principal accountant
for the audit of our annual financial statements and review of quarterly
financial statements will total $49,000 for the year ended November 30, 2008 and
were $44,000 for the year ended November 30, 2007.





(b)
Audit-Related Fees





During
fiscal 2008 and 2007 we were not required to incur any additional audit-related
fees in preparation of our financial statements or otherwise.





(c)
Tax Fees





During
fiscal 2008 and 2007 total tax return preparation fees were $0.00 and $0.00
respectively.  No tax preparation services were performed during the
fiscal year 2008 and 2007.





(d)
All Other Fees





During
fiscal 2008 or 2007 we did not incur any other fees.





(e)
Audit Committee Pre-approval
Policy





The Board
of Directors, acting as the audit committee, annually approves the principal
accountants.


49




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) Serge
Beausoleil


Serge
Beausoleil, Director and President


(Chief
executive officer and acting Chief Financial Officer)





(s) Claude
Gingras


Claude
Gingras, Director and Vice-President


(Vice
President, Corporate Affairs)





Dated:
March 1, 2010







50




INDEX TO
EXHIBITS





Exhibit
31.1 – Certification required by Rule 13a-14(a) or Rule
15d-14(a)





Exhibit
32.1 – 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















51