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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   COMMISSION FILE
    NO. 0-27264
  VIA PHARMACEUTICALS,
    INC.
 (EXACT NAME OF REGISTRANT AS
    SPECIFIED IN ITS CHARTER)
  Delaware

33-0687976(STATE OR OTHER JURISDICTION
    OF
    INCORPORATION OR ORGANIZATION)

(I.R.S. EMPLOYER
    IDENTIFICATION NO.)   750 Battery Street, Suite 330
 San Francisco, California 94111
 (ADDRESS OF PRINCIPAL EXECUTIVE
    OFFICES, INCLUDING ZIP CODE)
  REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE:(415) 283-2200
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  Title of Each Class

Name of Exchange on which RegisteredCommon Stock, Par Value $0.001 Per Share

The NASDAQ Stock Market LLC   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
    NONE
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
   Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
  
  PageItem No.



No.PART IItem 1.

BUSINESS


1Item 1A.

RISK FACTORS


16Item 2.

PROPERTIES


34Item 3.

LEGAL PROCEEDINGS


34Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


35EXECUTIVE OFFICERS OF THE REGISTRANT


36PART IIItem 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


37Item 6.

SELECTED FINANCIAL DATA


38Item 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


39Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA


51Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE


51Item 9A(T).

CONTROLS AND PROCEDURES


51Item 9B.

OTHER INFORMATION


52PART IIIItem 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


52Item 11.

EXECUTIVE COMPENSATION


53Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


53Item 13.

CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS


53Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


53PART IVItem 15.

EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


53EXHIBIT 4.2EXHIBIT 10.15EXHIBIT 10.25EXHIBIT 10.28EXHIBIT 10.29EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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PART I  Forward-looking
    statements
  Form 10-K
  
    the Companys ability to obtain necessary financing;
    the Companys ability to control its operating expenses;
    the Companys ability to recruit and enroll patients for
    the ACS and FDG-PET clinical trials;
    the Companys failure to obtain sufficient data from
    enrolled patients that can be used to evaluate VIA-2291, thereby
    impairing the validity or statistical significance of its
    clinical trials;
    the Companys ability to successfully complete its clinical
    trials of VIA-2291 on expected timetables and the outcomes of
    such clinical trials;
    complexities in designing and implementing cardiovascular
    clinical trials using histology, measurement of biomarkers, and
    medical imaging;
    the results of the Companys clinical trials, including
    without limitation, with respect to the safety and efficacy of
    VIA-2291;
    the outcome of any legal proceedings;
    the Companys ability to obtain necessary FDA approvals;
    the Companys ability to successfully commercialize
    VIA-2291;
    the Companys ability to obtain and protect its
    intellectual property related to its product candidates;
    the Companys potential for future growth and the
    development of its product pipeline;
    the Companys ability to form and maintain collaborative
    relationships to develop and commercialize our product
    candidates;
    general economic and business conditions; and
    the other risks described under the heading Risk
    Factors in Part I, Item 1A below.    ITEM 1.
    BUSINESS  Corporate
    History and Description of Merger
   1




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Business
    Overview
  build-up
       2




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Business
    Strategy
    
    Obtain regulatory approval for our lead product candidate,
    VIA-2291.  The Company intends to continue
    devoting most of its efforts to completing the clinical
    development of, and seeking regulatory approval for, VIA-2291
    for the treatment of inflammation in the blood vessel wall.
    Maximize the value of our lead product candidate,
    VIA-2291.  The Company seeks to develop VIA-2291
    for the treatment of atherosclerosis and secondary prevention of
    ACS in patients who have experienced a recent heart attack. The
    Company is applying its clinical development expertise to
    conduct and successfully complete its clinical trials for
    VIA-2291. The Company anticipates that the development of
    VIA-2291 may be expanded to include primary prevention of ACS
    and stroke.
    Pursue the clinical development of our Neuro3D and
    leukotriene A4 hydrolase inhibitor product
    candidates.  The Company intends to evaluate the
    Neuro3D Compounds and leukotriene A4 hydrolase inhibitors and to
    identify and develop those compounds that may be effective in
    the treatment and prevention of atherosclerosis in
    cardiovascular patients.
    Expand our portfolio of small molecule product candidates
    through acquisitions and in-licensing.  The
    Company intends to continue to discover and develop orally
    bio-available, small molecule compounds for the treatment of
    vascular inflammation identified or validated by information
    gained through the Companys proprietary technologies,
    including the Stanford Platform, publicly available information
    and internal expertise. The Companys strategy is to
    continue to acquire and license pre-clinical and clinical small
    molecule compounds targeting pathways for treatment of vascular
    inflammation. The Company believes this strategy will enable the
    Company to build a valuable drug development pipeline.
    Maximize economic value for our product candidates under
    development.  The Company intends to maximize the
    value of its product candidates through independent development,
    licensing and other partnership and collaboration opportunities
    with large biotechnology or pharmaceutical companies.
    Enhance and protect our intellectual property
    portfolio.  The Company plans to pursue, license
    and acquire additional intellectual property protection as
    required to enhance and protect its existing and future
    portfolio and to enable the Company to maximize the commercial
    lifespan of its compounds and technology.  Inflammation
    and Disease
     4




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build-up
      VIA-2291
  VIA-2291
     5




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Abbott
    Exclusive License Agreement
   6




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jurisdiction-by-jurisdiction
  Stanford
    License Agreement
    Neuro3D
      Collaboration
    Agreement with the University of Liverpool
    Option
    Agreement with Santen Pharmaceutical
   7




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Patents
    and Intellectual Property
            Hatch-Waxman
     8




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Trademarks
  and/or
  Clinical
    Trials
      Manufacturing
       9




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Sales and
    Marketing
    Competition
            Governmental
    Regulation
   10




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New
    Drug Application (NDA)
    
    completion of pre-clinical laboratory and animal testing in
    compliance with the FDAs good laboratory practice
    (GLP) regulations;
    submission to the FDA of an investigational new drug application
    (IND) for human clinical testing which must become
    effective before human clinical trials may begin;
    performance of adequate and well-controlled human clinical
    trials to establish the safety and efficacy of the proposed drug
    product for each intended use;
    satisfactory completion of an FDA pre-approval inspection of the
    facility or facilities at which the product is produced to
    assess compliance with the FDAs current cGMP
    guidelines; and
    submission to, and approval by, the FDA of an NDA.    30-day i.e
   11




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
    Phase I:  Studies are initially conducted in a
    limited population to test the product candidate for safety,
    dose tolerance, absorption, metabolism, distribution and
    excretion in healthy humans or, on occasion, in patients, such
    as cancer patients.
    Phase II:  Studies are generally conducted in a
    limited patient population to identify possible adverse effects
    and safety risks, to evaluate the efficacy of the product for
    specific targeted indications and to determine dose tolerance
    and optimal dosage. Multiple Phase II clinical trials may
    be conducted by the sponsor to obtain information prior to
    beginning larger and more expensive Phase III clinical
    trials.
    Phase III:  These are commonly referred to as
    pivotal studies. When Phase II evaluations demonstrate that
    a dose range of the product may be effective and has an
    acceptable safety profile, Phase III trials are undertaken
    in large patient populations to further evaluate dosage, to
    provide substantial evidence of clinical efficacy and to further
    test for safety in an expanded and diverse patient population at
    multiple, geographically-dispersed clinical trial sites.
    Phase IV:  In some cases, the FDA may condition
    approval of an NDA for a product candidate on the sponsors
    agreement to conduct additional post-approval clinical trials to
    further assess the drugs safety and effectiveness after
    NDA approval and commercialization. Such post approval trials
    are typically referred to as Phase IV studies.    and/or
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and/or
        Other
    Regulatory Requirements
   13




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Research
    and Development
    Employees
    Advisors
   14




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Scientific
    Advisors
    Name

Specialty

Employment/Current PositionsIsrael Charo, MD, Ph.D.

Inflammatory pathways in atherosclerosis, chemokines

Associate Director, Gladstone Institute of Cardiovascular
    Disease, University of California, San FranciscoMarco Conti, MD

Phosphodiesterase biology and pharmacology

Professor Obstetrics & Gynecology, Stanford Medical SchoolColin Funk, Ph.D.

Leukotrienes and lipoxygenase in inflammation and atherosclerosis

Professor, Department of Pharmacology, Queens University, CanadaChristopher Glass, MD, Ph.D.

Regulation of macrophage gene expression, including
    macrophage-specific genes involved in atherosclerosis

Professor, Cellular and Molecular Medicine, University of
    California, San DiegoGarret FitzGerald, MD

Cardiovascular pharmacology, molecular mechanisms of
    atherosclerosis

Chairman Pharmacology, University of PennsylvaniaTod Klingler, Ph.D.

Bioinformatics, genomic analysis and computational biology

VP Information Sciences, XDx, Inc.Donald H. Maurice, Ph.D.

Phosphodiesterase pharmacology and pathways in cardiovascular
    disease

Professor, Department of Pharmacology & Toxicology, Queens
    University, CanadaThomas Quertermous, MD, FACC

Vascular pathophysiological, genetic and molecular mechanisms of
    inflammation and atherogenics

Chief Scientific Officer, Chair of Scientific Advisory Board   Drug
    Assessment Advisors
    Name

Specialty

BackgroundAlex Giaquinto, Ph.D.

Regulatory

Former Senior VP Worldwide Director of Regulatory Affairs,
    Schering-PloughFelix de la Iglesia, MD

Toxicology, Product Development

Former VP Worldwide
    Pre-Clinical
    Safety, Warner LambertPeter Myers, Ph.D.

Chemistry, Product Development

Former VP Chemistry Research, GlaxoLeonard Post, Ph.D.

Discovery, Research & Development

Former VP Discovery,
    Parke-Davis  15




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Clinical
    Advisors
    Name

Specialty

Employment/Current PositionsMarc Pfeffer, MD, Ph.D.

Pathophysiology and clinical management of progressive cardiac
    dysfunction following heart attack or hypertension

Dzau Professor of Medicine, Harvard Medical School Senior
    Physician, Brigham and Womens Hospital in BostonJean-Claude Tardif, MD

Atherosclerosis and cardiovascular disease

Associate Professor of Medicine, University of Montreal Director
    of Research, Montreal Heart InstituteMarcelo di Carli, MD

Atherosclerosis and cardiovascular disease and imaging
    technologies

Associate Professor of Radiology, and Chief of Nuclear Medicine,
    Brigham and Womens HospitalRobert Fenichel, MD, Ph.D.

Atherosclerosis and cardiovascular disease and regulatory matters

Former Deputy Division Director, Division of CardioRenal Drug
    Products, Food and Drug AdministrationPeter Libby, MD

Atherosclerosis and cardiovascular disease, including the role
    of inflammation in the disease process

Mallinckrodt Professor of Medicine, and Chief, Cardiovascular
    Division, Brigham and Womens HospitalJean-Lucien Rouleau, MD

Atherosclerosis and cardiovascular disease

Dean, Faculty of Medicine, University of Montreal   Corporate
    Information
  (415) 283-2200. www.viapharmaceuticals.com Form 10-K. www.viapharmaceuticals.com www.sec.gov
  ITEM 1A.
    RISK
    FACTORS  Risks
    Related to the Companys Financial Results
  The
    Company has incurred losses since inception and anticipates that
    it will continue to incur losses for the foreseeable future. The
    Company may never achieve or sustain
    profitability.
   16




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The
    Company will require substantial additional funding to continue
    operating its business, which may not be available to the
    Company on acceptable terms, or at all. Any such financing will
    dilute current shareholders ownership interest in the
    Company.
    
    fund clinical trials and seek regulatory approvals;
    pursue the development of additional product candidates;
    expand the Companys research and development activities;
    access manufacturing and commercialization capabilities;
    implement additional internal systems and infrastructure;
    maintain, defend and expand the scope of the Companys
    intellectual property portfolio; and
    hire additional management and research, development and
    clinical personnel.    
    the scope, rate of progress and cost of the Companys
    clinical trials, pre-clinical studies and other discovery,
    research and development activities;
    the costs associated with establishing manufacturing and
    commercialization capabilities;
    the costs of acquiring or investing in product candidates and
    technologies;
    the costs of filing, prosecuting, defending and enforcing any
    patent claims and other intellectual property rights;
    the costs and timing of seeking and obtaining FDA and other
    regulatory approvals;
    the effect of competing technological and market
    developments; and
    the economic and other terms and timing of any collaboration,
    licensing or other arrangements into which the Company may enter.   17




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The
    Company has experienced significant losses, expects losses in
    the future, has limited resources and there is substantial doubt
    as to the Companys ability to continue as a going
    concern.
      Risks
    Related to the Companys Business
  The
    Company is at an early stage of development. The Company has
    never generated and may never generate revenues from commercial
    sales of its products and the Company may not have products to
    market for several years, if ever.
    VIA-2291 once-a-day once-a-day once-a-day FDG-PET
   18




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Clinical
    trials are expensive, difficult to design and implement,
    time-consuming and subject to delay, particularly in the
    cardiovascular area due to the large number of patients who must
    be enrolled and treated in clinical trials. As a result, there
    is a high risk that the Companys drug development
    activities will not result in regulatory approval, or that such
    approval will be delayed, thereby reducing the likelihood of
    successful commercialization of products.
        
    delays in obtaining regulatory approvals to commence a clinical
    trial;
    delays in identifying and reaching agreement on acceptable terms
    with prospective clinical research organizations and clinical
    trial sites;
    delays in obtaining institutional review board approval to
    conduct a clinical trial at a prospective site;
    slower than expected rates of patient recruitment and enrollment
    for a variety of reasons, including competition from other
    clinical trial programs for the treatment of similar
    indications, the nature of the protocol, and the eligibility
    criteria for the trial;
    enrolled patients may not remain in or complete clinical trials
    at the rates we expect;
    complexities in managing the CEA trial which has enrolled and is
    treating patients in Italy;
    failure to obtain sufficient data from enrolled patients that
    can be used to evaluate VIA-2291, thereby impairing the validity
    or statistical significance of our clinical trials; 19




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
    lack of effectiveness during clinical trials;
    unforeseen safety issues;
    uncertain dosing issues;
    changes in regulatory requirements causing the Company to amend
    clinical trial protocols or add new clinical trials to comply
    with these changes;
    lack of adequate funding to continue the clinical trial,
    including the incurrence of unforeseen costs due to enrollment
    delays, requirements to conduct additional trials and studies
    and increased expenses associated with the services of the
    Companys clinical research organizations and other third
    parties;
    unforeseen difficulties developing the advanced manufacturing
    techniques, including adequate process controls, quality
    controls, and quality assurance testing, required to scale up
    production of the Companys product candidates to
    commercial levels;
    inability to monitor patients adequately during or after
    treatment;
    retaining participants who have enrolled in a clinical trial but
    may be prone to withdraw due to the design of the trial, lack of
    efficacy or personal issues or who fail to return for
    follow-up
    visits for a variety of reasons; and
    inability or unwillingness of medical investigators to follow
    the Companys clinical trial protocols and follow good
    clinical practices.    Failure
    to recruit and enroll patients for the FDG-PET clinical trial,
    as well as any future clinical trials, may cause the development
    of the Companys product candidates to be
    delayed.
    The
    Companys Phase II clinical trials of VIA-2291
    primarily target biomarkers, histology and medical imaging as
    endpoints, and the results of any Phase II clinical trials
    may not be indicative of success in Phase III clinical
    trials that will target outcomes such as heart attack and
    stroke. The results of previous clinical trials may not be
    predictive of future results, and the Companys current and
    future clinical trials may not satisfy the requirements of the
    FDA or other
    non-U.S.
    regulatory authorities.
  ABT-761)
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VIA-2291
    The
    Companys Phase II FDG-PET clinical trial utilizes
    new, innovative imaging technology that does not represent a
    widely accepted and validated clinical trial endpoint for
    measuring inflammation in atherosclerosis. The results of this
    clinical trial may not be predictive of future results and may
    not be consistent with the results of our other current ongoing
    clinical trials.
  VIA-2291
  The
    Companys clinical trials could be delayed, suspended or
    stopped.
    The
    Company relies on third parties, primarily i3 Research and
    PharmaNet to conduct its clinical trials. If these third parties
    do not successfully carry out their contractual duties or meet
    expected deadlines, the Company may be unable to obtain, or may
    experience delays in obtaining, regulatory approval, or may not
    be successful in commercializing the Companys planned and
    future products.
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The
    Company will need to provide additional information to the FDA
    regarding pre-clinical and clinical safety issues raised during
    prior trials of VIA-2291 that could result in delays in future
    FDA approvals.
    VIA-2291
    is the Companys only product candidate currently in
    clinical trials. The Companys efforts to identify, develop
    and commercialize new product candidates beyond VIA-2291 will be
    at an early stage and will be subject to a high risk of
    failure.
  non-U.S. regulatory
  If the
    Company is unable to form and maintain the collaborative
    relationships that its business strategy requires, its product
    development programs will suffer, and the Company may not be
    able to develop or commercialize its product, or achieve
    profitable operations.
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Even
    if the Company receives regulatory approval to market VIA-2291
    and its other product candidates, such products may not gain the
    market acceptance among physicians, patients, healthcare payors
    and the medical community.
    
    demonstration of efficacy and safety in clinical trials;
    the prevalence and severity of any side effects;
    the introduction and availability of generic substitutes for any
    of the Companys products, potentially at lower prices
    (which, in turn, will depend on the strength of the
    Companys intellectual property protection for such
    products);
    potential or perceived advantages over alternative treatments;
    the timing of market entry relative to competitive treatments;
    the ability to offer the Companys product candidates for
    sale at competitive prices;
    relative convenience and ease of administration;
    the strength of marketing and distribution support;
    sufficient third party coverage or reimbursement; and
    the product labeling or product insert (including any warnings)
    required by the FDA or regulatory authorities in other countries.  The
    Company will rely on third parties to manufacture and supply its
    product candidates.
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The
    Company may be subject to costly claims related to its clinical
    trials and may not be able to obtain adequate
    insurance.
    The
    Company may be subject to costly claims related to
    Corautus former clinical trials of Vascular Endothelial
    Growth Factor 2.
     24




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Susan Darke, Individually, and as Executrix of the Estate of
    Roger J. Darke v. Caritas St. Elizabeths Medical
    Center of Boston, Inc., et al.
    If the
    Company is unable to retain its management, research,
    development, clinical teams and scientific advisors or to
    attract additional qualified personnel, the Companys
    product operations and development efforts may be seriously
    jeopardized.
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If the
    Companys competitors develop and market products that are
    more effective than the Companys product candidates or
    others it may develop, or obtain regulatory and marketing
    approval for similar products before the Company does, the
    Companys commercial opportunity may be reduced or
    eliminated.
    The
    Company may be subject to damages resulting from claims that the
    Company or its employees, have wrongfully used or disclosed
    alleged trade secrets of its employees former
    employers.
    Risks
    Related to the Companys Intellectual Property
  The
    Companys failure to protect adequately or to enforce its
    intellectual property rights or secure rights to third party
    patents could materially harm its proprietary position in the
    marketplace or prevent the commercialization of its
    products.
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Because
    VIA-2291 is exclusively licensed from Abbott, any dispute with
    Abbott may materially harm the Companys ability to develop
    and commercialize VIA-2291.
    If
    Abbott elects to maintain or enforce proprietary rights under
    the Abbott License, the Company will depend on Abbott for the
    maintenance and enforcement of certain intellectual property
    rights related to VIA-2291 and will have limited control, if
    any, over the amount or timing of resources that Abbott devotes
    on the Companys behalf.
    and/or
 27




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third-party and/or
  If the
    Company fails to comply with its obligations and meet certain
    milestones related to its intellectual property licenses with
    third parties, the Company could lose license rights that are
    important to its business.
    
    prior to June 30, 2007, the Company selected a minimum of
    five (5) genes identified by the gene expression database
    for further investigation as potential biomarkers;
    prior to June 30, 2008, nominate a development candidate
    identified by the gene expression database;
    prior to June 30, 2010, file an Investigational New Drug
    application with the FDA for a development candidate; and
    prior to June 30, 2012, initiate testing of human blood
    samples using the Companys investigational biomarkers.    Third
    parties may own or control intellectual property that the
    Company may infringe.
    
    infringement and other intellectual property claims, which would
    be costly and time-consuming to litigate, whether or not the
    claims have merit, and which could delay the regulatory approval
    process and divert managements attention from the
    Companys business; 28




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
    substantial damages for past infringement, which the Company may
    have to pay if a court determines that the Company has infringed
    a third partys patents, copyrights, trademarks, trade
    secrets or other proprietary rights;
    a court prohibiting the Company from selling or licensing its
    technologies or future products unless such third party licenses
    its patents, copyrights, trademarks, trade secrets or other
    proprietary rights to the Company, which it is not required to
    do; and
    if a license is available from a third party, the requirement
    that the Company pay substantial royalties or grant cross
    licenses to its patents, copyrights, trademarks, trade secrets
    or other proprietary rights.  The
    Companys commercial success will depend in part on its
    ability to manufacture, use, sell and offer to sell its products
    without infringing patents or other proprietary rights of
    others.
      Risks
    Related to the Companys Industry
  The
    Companys product candidates are subject to extensive
    regulation, which can be costly and
    time-consuming,
    cause unanticipated delays or prevent the receipt of the
    required approvals to commercialize such product
    candidates.
    
    the FDA may not deem a product candidate safe and effective;
    the FDA may not find the data from pre-clinical studies and
    clinical trials sufficient to support approval;
    the FDA may not approve of the Companys third-party
    manufacturers processes and facilities; 29




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
    the FDA may change its approval policies or adopt new
    regulations; or
    the FDA may condition approval on additional clinical studies,
    including post-approval clinical studies.      Even
    if any of the Companys product candidates receives
    regulatory approval, it may still face future development and
    regulatory difficulties.
    
    issue warning letters or untitled letters;
    impose civil or criminal penalties;
    suspend regulatory approval;
    suspend any ongoing clinical trials;
    refuse to approve pending applications or supplements to
    approved applications filed by the Company or its collaborators;
    impose restrictions on operations, including costly new
    manufacturing requirements; or
    seize or detain products or require a product recall.   30




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follow-up
    Legislative
    or regulatory reform of the healthcare system may affect the
    Companys ability to sell its products
    profitably.
    Risks
    Related to the Securities Market and Ownership of the
    Companys Common Stock
  The
    Companys shares of common stock could be delisted from The
    NASDAQ Capital Market, which would adversely affect your ability
    to sell your shares of the Companys common
    stock.
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The
    Companys stock price could decline significantly based on
    the results and timing of its clinical trials.
    Bay
    City Capital, the Companys principal stockholder, has
    significant influence over the Company, and the interests of the
    Companys other stockholders may conflict with the
    interests of Bay City Capital.
    A
    significant portion of the Companys outstanding common
    stock may be sold into the market in the future. Substantial
    sales of the Companys common stock, or the perception that
    such sales are likely to occur, could cause the price of the
    Companys common stock to decline.
  Form S-3 Form S-8 Form S-8
 32




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Prior
    to the Merger, privately-held VIA Pharmaceuticals, Inc. was not
    subject to the Sarbanes-Oxley Act of 2002, the rules and
    regulations of the SEC, The NASDAQ Capital Market or other
    corporate governance requirements. As a result of the Merger,
    the Company will incur substantial costs in order to comply with
    these requirements.
    As a
    non-accelerated filer, the Company has not been
    subject to the full requirements of Section 404 of the
    Sarbanes-Oxley Act of 2002. If the Company is unable to
    favorably assess the effectiveness of its internal controls over
    financial reporting, or if, beginning the year ending
    December 31, 2008, the Companys independent
    registered public accounting firm is unable to provide an
    unqualified attestation report on the Companys assessment,
    the price of the Companys common stock could be adversely
    affected.
  Form 10-K Form 10-K
  The
    Companys operating results and stock price may fluctuate
    significantly.
    
    the status of development of VIA-2291 and the Companys
    other product candidates;
    the time at which the Company enters into development and
    license agreements with strategic collaborators that provide for
    payments to the Company, and the timing and accounting treatment
    of payments to the Company, if any, under those agreements; 33




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##### Table of Contents




    whether or not the Company achieves specified development or
    commercialization milestones under any agreement that the
    Company enters into with collaborators and the timely payment by
    commercial collaborators of any amounts payable to the Company;
    the addition or termination of research programs or funding
    support;
    the timing of milestone and other payments that the Company may
    be required to make to others; and
    variations in the level of expenses related to the
    Companys product candidates or potential product
    candidates during any given period.    The
    stock price of the Companys common stock is likely to be
    volatile and you may lose all, or a substantial portion, of your
    investment.
    The
    Company has never paid cash dividends on its common stock, and
    the Company does not anticipate that it will pay any cash
    dividends on its common stock in the foreseeable
    future.
    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS   34




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##### Table of Contents



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


Against


Withheld


Non-VotesProposal 1  Election of DirectorsRichard L. Anderson


11,931,870







36,590



Mark N. K. Bagnall


11,931,877







36,583



Lawrence K. Cohen


11,931,803







36,657



Fred B. Craves


11,931,803







36,657



Douglass B. Given


11,931,803







36,657



David T. Howard


11,931,831







36,629



John R. Larson


11,932,543







35,917



Proposal 2  Ratification of Appointment of
    Deloitte & Touche LLP


11,961,636



4,644







2,180Proposal 3  Approval of the 2007 Plan


11,271,657



77,772







619,031    35




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##### Table of Contents



EXECUTIVE
    OFFICERS OF THE REGISTRANT    Name

Age

PositionLawrence K. Cohen

54

Director, President and Chief Executive OfficerJames G. Stewart

55

Senior Vice President, Chief Financial Officer and SecretaryAdeoye Y. Okukotun

63

Chief Medical OfficerRebecca A. Taub

56

Senior Vice President, Research and Development     Lawrence K. Cohen, Ph.D.
  James G. Stewart business-to-business
  Adeoye Y. Olukotun, M.D., M.P.H., F.A.C.C. ® ®
 36




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##### Table of Contents



Rebecca A. Taub, M.D.
 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
      High


LowFISCAL YEAR ENDED December 31, 2006:First Quarter

$
82.20


$
42.75Second Quarter

$
56.85


$
9.00Third Quarter

$
15.60


$
9.60Fourth Quarter

$
10.50


$
4.65FISCAL YEAR ENDED December 31, 2007:First Quarter

$
11.25


$
5.10Second Quarter

$
7.95


$
3.92Third Quarter

$
4.65


$
3.00Fourth Quarter

$
5.30


$
2.37   Dividend
    Policy
   37




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##### Table of Contents



Issuer
    Purchases of Equity Securities
    Total


MaximumNumber of


Number ofShares


SharesPurchased


That Mayas Part of


Yet beTotal


Average


Publicly


PurchasedNumber of


Price


Announced


Under theShares


Paid per


Plans or


Plans orPurchased


Share


Programs


ProgramsOctober 1 through October 31, 2007





$








November 1 through November 30, 2007


11,151


$
0.14







December 1 through December 31, 2007





$








Total


11,151


$
0.14







     ITEM 6.
    SELECTED
    FINANCIAL DATA    Period from


Period fromJune 14, 2004


June 14, 2004(Date of


(Date ofYears Ended December 31,


Inception) to


Inception) to2007


2006


2005


Dec 31, 2004


Dec 31, 2007(In whole dollars)Revenue

$



$



$



$



$
Loss from continuing operations


(21,835,382
)


(8,626,887
)


(8,804,220
)


(1,084,924
)


(40,351,413
)Loss from continuing operations per common share


(2.24
)


(19.81
)


(21.63
)


(8.73
)


Total assets


24,484,941



3,726,420



686,856



1,131,400



Long-term obligations


3,980



6,827



4,946



25,000



Cash dividends declared per common share


















  38




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion of our financial condition contains
    certain statements that are not strictly historical and are
    forward-looking statements within the meaning of the
    Private Securities Litigation Reform Act of 1995 and involve a
    high degree of risk and uncertainty. Our actual results may
    differ materially from those projected in the forward-looking
    statements due to risks and uncertainties that exist in our
    operations, development efforts and business environment,
    including those set forth under the Section entitled Risk
    Factors in Item 1A, and other documents we file with
    the Securities and Exchange Commission. All forward-looking
    statements included in this report are based on information
    available to us as of the date hereof, and, unless required by
    law, we assume no obligation to update any such forward-looking
    statement.
  Background
    Overview
  Description
    of Business and Background
    VIA-2291.
   39




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##### Table of Contents




    terminate or delay clinical trials or studies of VIA-2291;
    terminate or delay the pre-clinical development of one or more
    of its other pre-clinical candidates;
    curtail its licensing activities that are designed to identify
    molecular targets and small molecules for treating
    cardiovascular disease; and
    relinquish rights to product candidates, development programs,
    or discovery development programs that it may otherwise seek to
    develop or commercialize on its own.
    delay, reduce the scope of, or eliminate one or more of its
    research and development programs, or ultimately cease
    operations. 40




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##### Table of Contents



Revenue
    Research
    and Development Expenses
      
    Compensation of personnel associated with research and
    development activities, including consultants, investigators,
    and contract research organizations (CROs);
    In-licensing fees;
    Laboratory supplies and materials;
    Costs associated with the manufacture of product candidates for
    pre-clinical testing and clinical studies;
    Pre-clinical costs, including toxicology and carcinogenicity
    studies;
    Fees paid to professional service providers for independent
    monitoring and analysis of the Companys clinical trials;
    Depreciation and equipment; and
    Allocated costs of facilities and infrastructure.    Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Externally generated research and development expense

$
7,869,094


$
3,592,228


$
17,159,177Internally generated research and development expense


2,798,617



2,123,994



5,887,733Total

$
10,667,711


$
5,716,222


$
23,046,910  41




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##### Table of Contents



Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Externally generated research and development expenseIn-licensing expenses

$
1,835,000


$
10,000


$
4,845,000CRO and investigator expenses


3,608,478



1,208,986



4,817,464Consulting expenses


1,184,040



1,398,507



4,059,091Other


1,241,576



974,735



3,437,622Total

$
7,869,094


$
3,592,228


$
17,159,177     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Internally generated research and development expensePersonnel and related expenses

$
1,968,572


$
1,326,545


$
4,042,220Stock-based compensation expense


251,243



247,966



499,209Travel and entertainment expense


245,215



282,550



664,754Other


333,587



266,933



681,550Total

$
2,798,617


$
2,123,994


$
5,887,733        42




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##### Table of Contents



proof-of-concept
   43




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##### Table of Contents



General
    and Administrative
      Interest
    Income, Interest Expense and Other Expenses
   44




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the years ended December 31, 2007 and 2006
    For the Years EndedDec 31, 2007


Dec 31, 2006


$ Change


% ChangeRevenue

$



$



$




Research and development expense


10,667,711



5,716,222



4,951,489



87
%General and administrative expense


7,857,187



2,507,196



5,349,991



213
%Merger transaction costs


3,824,090







3,824,090



100
%Interest income


588,174



96,668



491,506



508
%Interest expense


60,193



498,758



(438,565
)


(88
)%Other expense


14,375



1,379



12,996



942
%   Revenue.
  Research and Development Expense.
  General and Administrative Expense.
   45




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##### Table of Contents



Merger Transaction Costs.
  Interest Income.
  Interest Expense.
  Other Expense.
  Liquidity
    and Capital Resources
     46




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##### Table of Contents



47




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##### Table of Contents



Contractual
    Obligation and Commitments
    Payments Due by PeriodLess Than








AfterTotal


1 Year


1-3 Years


4-5 Years


5 YearsLong-term capital lease obligations(1)

$
2,051


$
2,051


$



$



$
Operating lease obligations(2)


325,962



196,602



97,020



32,340



Stanford license(3)


870,000



25,000



60,000



85,000



700,000Uncertain tax positions(4)


















$
1,198,013


$
223,653


$
157,020


$
117,340


$
700,000     (1)
    
    Long-term capital lease of a copier.(2)
    
    Operating lease obligations reflect contractual commitments for
    the Companys office facilities for its headquarters in
    San Francisco, California and its clinical operations
    location in Princeton, New Jersey. Subsequent to year-end, the
    Company expanded and extended both leases to ensure adequate
    facilities for current activities. The San Francisco
    headquarter lease has been extended through May 2013 and has
    been expanded to a total of 8,180 square feet. As a result
    of this lease amendment, the commitments above would be
    increased by a total of approximately $1.5 million, with an
    increase of $103,000 in the period less than one year, an
    increase of $623,000 in the period of 1-3 years, an
    increase of $656,000 in the period of 4-5 years and an
    increase of $140,000 after 5 years. The lease amendment to
    the Princeton, New Jersey facility extends the lease through May
    2012 and has been expanded to a total of 4,979 square feet.
    As a result of this lease amendment, the commitments above would
    be increased by a total of $330,000, with an increase of $43,000
    in the period less than one year, an increase of $147,000 in the
    period of 1-3 years, an increase of $140,000 in the period
    of
    4-5 years
    and an increase of $0 after 5 years.(3)
    
    Agreement with the Board of Trustees of the Leland Stanford
    Junior University granting the Company exclusive worldwide
    rights to any and all patents derived from an invention
    describing approaches to identify novel candidate genes
    implicated in the development of atherosclerosis, which
    represent likely targets for future novel diagnostic and
    therapeutic strategies in atherosclerosis. The Company, in
    addition to the $26,000 license fees, net of related accumulated
    amortization included in other long-term assets in the balance
    sheet, has long term fixed and determinable commitments to remit
    to Stanford license maintenance fees in the amount of $10,000 in
    2006 and 2007 respectively, $25,000 in 2008 and 2009
    respectively, $35,000 in 2010 and 2011 respectively, and $50,000
    in 2012 and beyond. The license maintenance fees can be applied
    to future royalties the Company will pay to Stanford. The
    Company has agreed to make certain royalty payments to Stanford
    related to the issuance and sublicense of the Stanford license
    and payments corresponding to the achievement of certain
    development and regulatory milestones. The royalty rate varies
    from 1% to 6% of net sales depending on the type of product sold
    and whether the Company holds an exclusive right to the Stanford
    license at the time of sale. The Company is also required, under
    the agreement, to make milestone payments to Stanford for each
    of the Companys licensed products that uses the Stanford
    patent as the product reaches various development and regulatory
    milestones. The Stanford license becomes non-exclusive after
    October 17, 2011 and terminates upon the expiration of the
    last licensed patent. As of December 31, 2007, we are
    unable to determine or predict the timing and amount of any
    potential royalty or milestone payments.(4)
    
    The Company adopted FIN 48 on the first day of its 2007
    fiscal year. The amount of unrecognized tax benefits at
    December 31, 2007 was $140,000. This amount has been
    excluded from the contractual obligations table because a
    reasonably reliable estimate of the timing of future tax
    settlements cannot be determined.  Off-Balance
    Sheet Arrangements
   48




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##### Table of Contents



Critical
    Accounting Policies
          Research
    and Development Accruals
       49




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##### Table of Contents



Stock-based
    Compensation
       50




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##### Table of Contents



Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Research and development expense

$
251,243


$
247,966


$
499,210General and administrative expense


697,285



186,977



884,261Total

$
948,528


$
434,943


$
1,383,471     ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Form 10-K, Form 10-K,
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
     51




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Regulation S-K
   52




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements and Financial Statement
    Schedules
    Report of Independent Registered Public Accounting Firm

F-1Balance Sheets as of December 31, 2007 and 2006

F-2Statements of Operations for the years ended December 31,
    2007 and 2006, and for the period from inception (June 14,
    2004) to December 31, 2007

F-3Statements of Stockholders Equity (Deficit) for the years
    ended December 31, 2007, 2006, 2005 and for the period from
    inception (June 14, 2004) to December 31, 2004

F-4Statements of Cash Flow for the years ended December 31,
    2007 and 2006, and for the period from inception (June 14,
    2004) to December 31, 2007

F-5Notes to the Financial Statements

F-6   Financial Statement Schedules
   53




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##### Table of Contents



Exhibits required to be filed by Item 601 of
    Regulation S-K.
  ExhibitNumber

Description2
.1

Agreement and Plan of Merger and Reorganization, dated
    February 7, 2007, by and among Corautus Genetics Inc.,
    Resurgens Merger Corp., and VIA Pharmaceuticals, Inc. (filed as
    Exhibit 2.1 to the
    Form 8-K
    filed on February 8, 2007 and incorporated herein by
    reference)3
.1

Restated Certificate of Incorporation (filed as Exhibit 3.1
    to the
    Form 10-K
    filed on March 22, 2005 and incorporated herein by
    reference)3
.2

Certificate of Amendment to the Restated Certificate of
    Incorporation (filed as Exhibit 3.1 to the
    Form 10-KSB
    filed on March 30, 2000 and incorporated herein by
    reference)3
.3

Certificate of Amendment to the Restated Certificate of
    Incorporation (filed as Exhibit 3.3 to the
    Form 10-K
    filed on March 28, 2003 and incorporated herein by
    reference)3
.4

Certificate of Amendment to the Restated Certificate of
    Incorporation (filed as Exhibit 3.4 to the
    Form 10-K
    filed on March 28, 2003 and incorporated herein by
    reference)3
.5

Certificate of Amendment to the Restated Certificate of
    Incorporation (filed as Exhibit 3.5 to the
    Form 10-K
    filed on March 28, 2003 and incorporated herein by
    reference)3
.6

Amended and Restated Certificate of Designation of Preferences
    and Rights of Series C Preferred Stock (filed as
    Annex H to the
    Form S-4/A
    filed on December 19, 2002 and incorporated herein by
    reference)3
.7

Certificate of Amendment to the Restated Certificate of
    Incorporation (Increase in Authorized Shares) (filed as
    Exhibit 3.7 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)3
.8

Certificate of Amendment to the Restated Certificate of
    Incorporation (Reverse Stock Split) (filed as Exhibit 3.8
    to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)3
.9

Certificate of Amendment to the Restated Certificate of
    Incorporation (Name Change) (filed as Exhibit 3.9 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)3
.10

Third Amended and Restated Bylaws (filed as Exhibit 3.1 to
    the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)4
.1

Warrant issued to Trout Partners LLC, dated July 31, 2007
    (filed as Exhibit 99.1 to the
    Form 8-K
    filed on August 6, 2007 and incorporated herein by
    reference)4
.2

Warrant issued to Redington, Inc., dated March 1, 200810
.1

Amended and Restated Registration Rights Agreement, dated
    June 5, 2007, by and among VIA Pharmaceuticals, Inc.
    and the stockholders named therein (filed as Exhibit 10.11
    to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.2

Form of Securities Purchase Agreement, dated June 29, 2007,
    by and among VIA Pharmaceuticals, Inc. and the Investors named
    therein (filed as Exhibit 10.1 to the
    Form 8-K
    filed on July 3, 2007 and incorporated herein by reference)10
.3

Exclusive Agreement, effective February 28, 2005, between
    the Board of Trustees of the Leland Stanford Junior University
    and VIA Pharmaceuticals, Inc. (filed as Exhibit 10.3 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.4

Exclusive License Agreement, effective August 10, 2005,
    between VIA Pharmaceuticals, Inc. and Abbott Laboratories (filed
    as Exhibit 10.4 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.5

Research Agreement, effective September 25, 2006, between
    University of Liverpool and VIA Pharmaceuticals, Inc.
    (filed as Exhibit 10.5 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.6

Patent Rights and Related Assets Purchase Agreement, dated as of
    January 25, 2007, by and between VIA Pharmaceuticals,
    Inc. and Neuro3D, S.A. . (filed as Exhibit 10.6 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.7

Amendment No. 1 to Patent Rights and Related Assets
    Purchase Agreement, dated as of February 23, 2007, by and
    between VIA Pharmaceuticals, Inc. and Neuro3D, S.A. (filed as
    Exhibit 10.7 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference) 54




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##### Table of Contents



ExhibitNumber

Description10
.8

Exclusive Option Agreement, dated as of March 27, 2007,
    between Santen Pharmaceutical Co., Ltd. and VIA Pharmaceuticals,
    Inc. (filed as Exhibit 10.8 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.9

Employment Agreement, dated as of August 10, 2004, by and
    between VIA Pharmaceuticals, Inc. and Lawrence K. Cohen (filed
    as Exhibit 10.2 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.10

Amendment to Employment Agreement, dated as of June 4,
    2007, by and between VIA Pharmaceuticals, Inc. and Lawrence K.
    Cohen (filed as Exhibit 10.3 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.11

Employment Agreement, dated as of August 12, 2004, by and
    between VIA Pharmaceuticals, Inc. and Adeoye Olukotun (filed as
    Exhibit 10.4 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.12

Amendment to Employment Agreement, dated as of June 4,
    2007, by and between VIA Pharmaceuticals, Inc. and Adeoye
    Olukotun (filed as Exhibit 10.5 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.13

Letter Agreement, dated as of October 3, 2006, between VIA
    Pharmaceuticals, Inc. and James G. Stewart (filed as
    Exhibit 10.6 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.14

Amendment to Letter Agreement, dated as of June 4, 2007, by
    and between VIA Pharmaceuticals, Inc. and James G. Stewart
    (filed as Exhibit 10.7 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.15

Letter Agreement, dated as of December 21, 2007, between
    VIA Pharmaceuticals, Inc. and Rebecca Taub, M.D.10
.16

VIA Pharmaceuticals, Inc. 2004 Stock Plan (filed as
    Exhibit 10.8 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.17

VIA Pharmaceuticals, Inc. standard form of stock option
    agreement (filed as Exhibit 10.9 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.18

VIA Pharmaceuticals, Inc. early exercise form of stock option
    agreement (filed as Exhibit 10.10 to the
    Form 8-K
    filed on June 11, 2007 and incorporated herein by reference)10
.19

Standard Director Form of Option Agreement (filed as
    Exhibit 10.18 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.20

Conversion Agreement, dated as of May 11, 2007, between
    Corautus Genetics Inc. and Boston Scientific Corporation (filed
    as Exhibit 10.19 to the
    Form 10-Q
    filed on August 14, 2007 and incorporated herein by
    reference)10
.21

Form of
    Lock-Up
    Agreement, attached as Exhibit E to the Agreement and Plan
    of Merger and Reorganization, dated February 7, 2007, by
    and among Corautus Genetics Inc., Resurgens Merger Corp., and
    VIA Pharmaceuticals, Inc. (filed as Exhibit 2.1 to the
    Form 8-K
    filed on February 8, 2007 and incorporated herein by
    reference)10
.22

Change in Control Agreement by and between VIA Pharmaceuticals,
    Inc and Lawrence K. Cohen, Ph.D., dated December 21,
    2007 (filed as Exhibit 10.1 to the
    Form 8-K/A
    filed on December 21, 2007 and incorporated herein by
    reference)10
.23

Change in Control Agreement by and between VIA Pharmaceuticals,
    Inc and James G. Stewart, dated December 21, 2007 (filed as
    Exhibit 10.2 to the
    Form 8-K/A
    filed on December 21, 2007 and incorporated herein by
    reference)10
.24

Change in Control Agreement by and between VIA Pharmaceuticals,
    Inc and Adeoye Olukotun, M.D., dated December 21, 2007
    (filed as Exhibit 10.3 to the
    Form 8-K/A
    filed on December 21, 2007 and incorporated herein by
    reference)10
.25

Change in Control Agreement by and between VIA Pharmaceuticals,
    Inc and Rebecca Taub, dated January 14, 200810
.26

VIA Pharmaceuticals, Inc. Form of Stock Option Agreement (filed
    as Exhibit 10.1 to the
    Form 8-K
    filed on December 19, 2007 and incorporated herein by
    reference) 55




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##### Table of Contents



ExhibitNumber

Description10
.27

VIA Pharmaceuticals, Inc. 2007 Incentive Award Plan (filed as
    Exhibit A to the Definitive Proxy Statement filed on
    November 5, 2007 and incorporated herein by reference)10
.28

Office Lease, dated October 13, 2005, between VIA
    Pharmaceuticals, Inc. and James P. Edmondson, as amended by
    Lease Amendment No. One, dated January 15, 200810
.29

Lease, dated July 24, 2006, between VIA Pharmaceuticals,
    Inc. and 100 & RW CRA LLC, as amended by First Extension
    and Modification of Lease, dated January 15, 2008.21
.1

Subsidiaries of VIA Pharmaceuticals, Inc.23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Principal Executive Officers Certifications Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Principal Financial Officers Certifications Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification Pursuant to 18 U.S.C. § 1350
    (Section 906 of Sarbanes-Oxley Act of 2002).32
.2

Certification Pursuant to 18 U.S.C. § 1350
    (Section 906 of Sarbanes-Oxley Act of 2002).  56




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##### Table of Contents



SIGNATURES
      By:
    /s/  James
    G. Stewart         Signatures

Titles

Date/s/  Lawrence
    K. CohenLawrence
    K. Cohen

President, Chief Executive Officer and Director

March 28, 2008/s/  James
    G. StewartJames
    G. Stewart

Senior Vice President, Chief Financial Officer and Secretary

March 28, 2008/s/  Douglass
    B. GivenDouglass
    B. Given

Chairman of the Board of Directors

March 28, 2008/s/  Richard
    L. AndersonRichard
    L. Anderson

Director

March 28, 2008/s/  Mark
    N.K. BagnallMark
    N.K. Bagnall

Director

March 28, 2008/s/  Fred
    B. CravesFred
    B. Craves

Director

March 28, 2008/s/  David
    T. HowardDavid
    T. Howard

Director

March 28, 2008/s/  John
    R. LarsonJohn
    R. Larson

Director

March 28, 2008  57




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Accounting for Uncertainty in
    Income Taxes  an interpretation of Statement of
    Financial Accounting Standards No. 109, Share-Based Payment,
    
    F-1




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)BALANCE SHEETS
  December 31,


December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
23,098,764


$
3,337,360Prepaid expenses and other current assets


953,347



111,107Total current assets


24,052,111



3,448,467Property and
    equipment-net


335,429



182,309Other non-current assets


97,401



95,644Total

$
24,484,941


$
3,726,420LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable

$
748,719


$
150,384Accrued expenses and other liabilities


3,178,453



1,161,307Interest payable






279,111Capital lease obligation-current portion


2,051



2,696Short term convertible notes payable






8,000,000Total current liabilities


3,929,223



9,593,498Capital lease
    obligation-net
    of current portion






2,051Deferred rent


3,980



4,776Total liabilities


3,933,203



9,600,325Commitments and contingenciesShareholders equity (deficit):Common stock, $0.001 par value-200,000,000 and
    55,758,150 shares authorized at December 31, 2007 and
    December 31, 2006, respectively; 19,707,257 and
    445,039 shares issued and outstanding at December 31,
    2007 and December 31, 2006, respectively


19,707



1,197Preferred stock Series A, $0.001 par value-5,000,000
    and 18,586,050 shares authorized at December 31, 2007
    and December 31, 2006, respectively; 0 and
    3,234,900 shares issued and outstanding at
    December 31, 2007 and December 31, 2006, respectively






8,703Convertible preferred stock Series C, $0.001 par
    value-17,000 and 0 shares authorized at December 31,
    2007 and December 31, 2006, respectively; 2,000 and
    0 shares issued and outstanding at December 31, 2007
    and December 31, 2006, respectively; liquidation preference
    of $2,000,000


2



Additional paid-in capital


60,876,834



12,619,644Treasury stock- 2,014 and 0 shares at December 31,
    2007 and December 31, 2006, respectively


(10,276
)


Accumulated other comprehensive income


16,884



12,582Deficit accumulated in the development stage


(40,351,413
)


(18,516,031
)Total shareholders equity (deficit)


20,551,738



(5,873,905
)Total

$
24,484,941


$
3,726,420    F-2




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS
  Period fromJune 14, 2004(Date ofYears Ended


Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Revenue

$



$



$
Operating expenses:Research and development


10,667,711



5,716,222



23,046,910General and administration


7,857,187



2,507,196



13,190,567Merger transaction costs


3,824,090







3,824,090Total operating expenses


22,348,988



8,223,418



40,061,567Operating loss


(22,348,988
)


(8,223,418
)


(40,061,567
)Other income (expense):Interest income


588,174



96,668



724,972Interest expense


(60,193
)


(498,758
)


(999,064
)Other (expense)
    income-net


(14,375
)


(1,379
)


(15,754
)Total other income (expense)


513,606



(403,469
)


(289,846
)Net Loss

$
(21,835,382
)

$
(8,626,887
)

$
(40,351,413
)Loss per share of common stock-basic and diluted

$
(2.24
)

$
(19.81
)Weighted average shares outstanding-basic and diluted


9,727,821



435,475    F-3




---



##### Table of Contents





VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)STATEMENTS OF STOCKHOLDERS EQUITY
    (DEFICIT)For the Period June 14, 2004 (Date of Inception) To
    December 31, 2007
  DeficitPreferred


Preferred




















Accumulated


AccumulatedSeries A


Series C


Common Stock


Treasury Stock


Additional


Deferred


in the


Other


Total


TotalShares





Shares





Shares





Shares





Paid-in


Stock


Development


Comprehensive


Stockholders


ComprehensiveIssued


Amount


Issued


Amount


Issued


Amount


Issued


Amount


Capital


Compensation


Stage


Income


Equity


Income (Loss)BALANCE  June 14, 2004 (date of inception)





$







$







$







$



$



$



$



$



$



$
Issuance of common stock  net of issuance costs


















371,721



1,000



























1,000



Stock-based compensation  net


































6,360



(4,675
)










1,685



Net loss










































(1,084,924
)






(1,084,924
)


BALANCE  December 31, 2004


















371,721



1,000











6,360



(4,675
)


(1,084,924
)






(1,082,239
)


Issuance of common stock  net of issuance costs


















37,172



100











900















1,000



Exercise of common stock options


















10,965



30











266















296



Stock-based compensation  net


































1,124



4,568











5,692



Net loss










































(8,804,220
)






(8,804,220
)


BALANCE  December 31, 2005


















419,858



1,130











8,650



(107
)


(9,889,144
)






(9,879,471
)


Exercise of common stock options


















25,181



67











1,360















1,427



Issuance of series A preferred stock


3,234,900



8,703



























12,174,797















12,183,500



Stock-based compensation  net






































107











107



Employee stock based compensation


































434,837















434,837



Unrealized gain from foreign currency hedges














































12,582



12,582



12,582Net loss










































(8,626,887
)






(8,626,887
)


(8,626,887
)Total comprehensive loss





















































$
(8,614,305
)BALANCE  December 31, 2006


3,234,900


$
8,703






$




445,039


$
1,197






$



$
12,619,644


$



$
(18,516,031
)

$
12,582


$
(5,873,905
)Issuance of common stock  net of issuance costs


















10,288,065



10,288











23,130,072















23,140,360



Exercise of common stock options


















317,369



854











41,469















42,323



Repurchase and retirement of common stock


















(42,283
)


(95
)










(5,654
)














(5,749
)


Issuance of series A preferred stock


3,540,435



9,524



























13,324,698















13,334,222



Merger


(6,775,335
)


(18,227
)


2,000



2



8,699,067



7,463



(2,014
)


(10,276
)


10,818,077















10,797,039



Stock-based compensation  warrants


































21,954















21,954



Employee stock based compensation


































926,574















926,574



Unrealized gain from foreign currency hedges














































4,302



4,302



4,302Net loss










































(21,835,382
)






(21,835,382
)


(21,835,382
)Total comprehensive loss





















































$
(21,831,080
)BALANCE  December 31, 2007





$




2,000


$
2



19,707,257


$
19,707



(2,014
)

$
(10,276
)

$
60,876,834


$



$
(40,351,413
)

$
16,884


$
20,551,738    F-4




---



##### Table of Contents





VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWS
  Period fromJune 14, 2004(Date ofYears Ended


Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Cash flows from operating activities:Net loss

$
(21,835,382
)

$
(8,626,887
)

$
(40,351,413
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


119,286



55,235



187,594Change in unrealized gain on foreign currency hedge


4,302



12,582



16,884Stock compensation expense


948,528



434,944



1,390,849Deferred rent


(796
)


4,776



3,980Changes in assets and liabilities:Prepaid expenses and other assets


(845,298
)


(53,774
)


(1,053,432
)Accounts payable


598,334



(356,502
)


748,718Accrued expenses and other liabilities


2,017,147



(126,071
)


3,278,454Interest payable


55,111



497,794



992,722Net cash used in operating activities


(18,938,768
)


(8,157,903
)


(34,785,644
)Cash flows from investing activities:Purchase of property and equipment


(271,106
)


(146,532
)


(507,367
)Cash provided in the Merger


11,147,160







11,147,160Capitalized merger transaction costs


(350,069
)






(350,069
)Net cash provided by (used in) investing activities


10,525,985



(146,532
)


10,289,724Cash flows from financing activities:Proceeds from convertible promissory notes


5,000,000



11,200,000



24,425,000Capital lease payments


(2,696
)


(2,499
)


(9,922
)Issuance of common stock


23,140,360







23,141,360Exercise of stock options for the issuance of common stock


42,323



1,427



44,046Repurchase and retirement of common stock


(5,800
)






(5,800
)Net cash provided by financing activities


28,174,187



11,198,928



47,594,684Increase in cash and cash equivalents


19,761,404



2,894,493



23,098,764Cash and cash equivalents-beginning of period


3,337,360



442,867



Cash and cash equivalents-end of period

$
23,098,764


$
3,337,360


$
23,098,764Supplemental disclosure of noncash activities:Interest on convertible debt converted to notes payable

$
334,222


$
366,588


$
992,722Conversion of notes to preferred stock Series A

$
13,334,222


$
12,183,500


$
25,517,722Accrued compensation converted to notes payable

$



$



$
100,000Equipment acquired under capital lease

$



$



$
11,973Stock issuance for license acquisition

$



$



$
1,000Supplemental disclosure of cash flow information:Interest paid

$
568


$
964


$
1,827Taxes paid

$
33,129


$
2,050


$
35,979    F-5




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)NOTES TO THE FINANCIAL STATEMENTS
  1.
    ORGANIZATION  Overview
       F-6




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation
    Use of Estimates and Reclassifications
  Significant Risks and Uncertainties
   F-7




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Cash and Cash Equivalents
  Property and Equipment
  Long-Lived Assets
  Acquired Intellectual Property Rights
  Research and Development Expenses Accounting for Research and Development
    Costs scale-up scale-up
    Income Taxes
 F-8




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109
  Segment Reporting Disclosures About Segments of an Enterprise and Related
    Information
  Earnings (Loss) Per Share of Common Stock
  Years EndedDecember 31,


December 31,2007


2006Net loss

$
(21,835,382
)

$
(8,626,887
)Basic and diluted net loss per share:Weighted-average shares of common stock outstanding


9,959,002



435,475Less: Weighted-average shares of common stock subject to
    repurchase


(231,181
)


Weighted-average shares used in computing basic net loss per
    share


9,727,821



435,475Dilutive effect of common share equivalents






Weighted-average shares used in computing diluted net loss per
    share


9,727,821



435,475Basic and diluted net loss per share

$
(2.24
)

$
(19.81
)    F-9




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Years EndedDecember 31,


December 31,2007


2006Common stock equivalents (in shares):Shares of common stock subject to outstanding options


2,642,110



652,124Shares of common stock subject to outstanding warrants


106,520



Shares of common stock subject to conversion from series A
    preferred stock






3,234,900Total shares of common stock equivalents


2,748,630



3,887,024     Comprehensive Income (Loss)
  Years EndedDecember 31,


December 31,2007


2006Net loss

$
(21,835,382
)

$
(8,626,887
)Change in unrealized gain on foreign currency cash flow hedges


4,302



12,582Total comprehensive loss

$
(21,831,080
)

$
(8,614,305
)   Derivative Instruments Accounting for Derivative
    Instruments and Hedging Activities
   F-10




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    New Accounting Pronouncements No. 07-3 (EITF 07-3),Accounting EITF 07-3, EITF 07-3 EITF 07-3, EITF 07-3
    instrument-by-instrument
    3.
    MERGER
    WITH CORAUTUS   F-11




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
        Cash

$
11,147,160Accrued expenses


(286,408
)Merger transaction costs expensed


3,824,090Total purchase price

$
14,684,842     4.
    EQUITY
    FINANCING  PRIVATE INVESTMENT IN PUBLIC
    EQUITIES   F-12




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    5.
    STOCK-BASED
    COMPENSATION  Share-Based Payment Accounting for
    Stock-Based Compensation Accounting for Stock Issued to
    Employees
         F-13




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Years EndedDecember 31,

December 31,2007

2006Expected life from grant date

2.5 - 6.25

5.00 - 6.11Expected volatility

68% - 77%

67% - 76%Risk free interest rate

3.49%

4.64%Dividend yield



     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Research and development expense

$
251,243


$
247,966


$
499,210General and administrative expense


697,285



186,977



884,261Total

$
948,528


$
434,943


$
1,383,471     6.
    RESEARCH
    AND DEVELOPMENT  scale-up scale-up
 F-14




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Externally generated research and development expense

$
7,869,094


$
3,592,228


$
17,159,177Internally generated research and development expense


2,798,617



2,123,994



5,887,733Total

$
10,667,711


$
5,716,222


$
23,046,910     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Externally generated research and development expenseIn-licensing expenses

$
1,835,000


$
10,000


$
4,845,000CRO and investigator expenses


3,608,478



1,208,986



4,817,464Consulting expenses


1,184,040



1,398,507



4,059,091Other


1,241,576



974,735



3,437,622Total

$
7,869,094


$
3,592,228


$
17,159,177     Period fromJune 14, 2004Years Ended


(Date of Inception) toDecember 31,


December 31,


December 31,2007


2006


2007Internally generated research and development expensePersonnel and related expenses

$
1,968,572


$
1,326,545


$
4,042,220Stock-based compensation expense


251,243



247,966



499,209Travel and entertainment expense


245,215



282,550



664,754Other


333,587



266,933



681,550Total

$
2,798,617


$
2,123,994


$
5,887,733  F-15




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  7.
    PROPERTY
    AND EQUIPMENT    Years EndedDecember 31,


December 31,2007


2006Property and equipment at cost:Computer equipment and software

$
291,149


$
79,153Furniture and fixtures


102,547



82,867Lab equipment


46,946



13,187Office equipment


35,409



31,634Leasehold Improvements


31,315



29,420Capital lease equipment


11,973



11,973Total property and equipment at cost


519,339



248,234Less: accumulated depreciation


(183,910
)


(65,925
)Total

$
335,429


$
182,309     8.
    FINANCING
    ARRANGEMENTS      EITF 96-19, Debtors Accounting for a Modification or Exchange
    of Debt Instruments
  9.
    EQUITY   F-16




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Common Stock
  December 31,


December 31,2007


2006(In shares)Convertible preferred stock and convertible notes






18,586,0502002 Stock Plan  outstanding and available to grant






407,9202004 Stock Plan  outstanding and available to grant






1,134,7752007 Incentive Award Plan  outstanding and available
    to grant


3,267,515



Common stock warrants


106,520



Total


3,374,035



20,128,745   Preferred Stock
    2002 Stock Option Plans
 F-17




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    2004 Stock Option Plans
  2007 Incentive Award Plan
 F-18




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageNumber of


ExerciseShares


Price2004 Stock Plan Options Outstanding  June 14,
    2004 (inception)


Granted


39,400


$
0.032004 Stock Plan Options Outstanding 
    December 31, 2004


39,400


$
0.03Granted


260,573


$
0.03Exercised


(10,965
)

$
0.03Canceled


(186
)

$
0.032004 Stock Plan Options Outstanding 
    December 31, 2005


288,822


$
0.03Granted


388,483


$
0.14Exercised


(25,181
)

$
0.062004 Stock Plan Options Outstanding 
    December 31, 2006


652,124


$
0.09Granted


510,637


$
3.47Exercised


(317,369
)

$
0.14Canceled


(1,782
)

$
3.48Transfers to the 2007 Incentive Award Plan


(843,610
)

$
2.122004 Stock Plan Options Outstanding 
    December 31, 2007






2002 Stock Plan Options Outstanding 
    December 31, 2006


361,291


$
46.05Canceled


(48,716
)

$
69.54Transfers to the 2007 Incentive Award Plan


(312,575
)

$
42.352002 Stock Plan Options Outstanding 
    December 31, 2007






2007 Incentive Award Plan Options Outstanding 
    December 31, 2006






Granted


1,485,925


$
2.38Transfers from the 2004 Stock Plan


843,610


$
2.12Transfers from the 2002 Stock Plan


312,575


$
42.352007 Incentive Award Plan Options Outstanding 
    December 31, 2007


2,642,110


$
7.02    F-19




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options Vested or Expected to Vest


Options ExercisableAverage


Weighted


Number


Average


Weighted





WeightedNumber of


Remaining


Average


Exercisable or


Remaining


Average





AverageOptions


Contractual


Exercise


Expected to


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Vest


Life (Years)


Price


Exercisable


Price$ 0.03


267,202



7.43


$
0.03



264,894



7.43


$
0.03



221,044


$
0.03$ 0.14


102,493



8.80


$
0.14



100,866



8.80


$
0.14



69,960


$
0.14$ 2.38


1,485,925



9.96


$
2.38



1,415,629



9.96


$
2.38



80,000


$
2.38$ 3.48


414,443



9.59


$
3.48



395,451



9.59


$
3.48



34,609


$
3.48$ 5.10


22,300



9.43


$
5.10



22,300



9.43


$
5.10



22,300


$
5.10$ 5.25


47



1.00


$
5.25



47



1.00


$
5.25



47


$
5.25$ 5.55


37,172



9.42


$
5.55



37,172



9.42


$
5.55



37,172


$
5.55$11.25-1023.75


312,528



6.90


$
42.36



312,528



6.90


$
42.36



312,528


$
42.362,642,110



9.23


$
7.02



2,548,887



9.23


$
7.19



777,660


$
17.86     Warrants
        10.
    RELATED
    PARTIES  sub-lease
 F-20




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      Black-Scholes
   F-21




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    11.
    COMMITMENTS  Operating Leases
    Amount2008

$
196,6022009


48,5102010


48,5102011


32,3402012


Total minimum lease payments

$
325,962     Capital Leases
    Amount2008

$
2,1762009


Total minimum lease payments


2,176Less amount representing interest


(125
)Present value of net minimum lease payments


2,051Capital lease obligation  long-term


Capital lease obligation  short-term

$
2,051  F-22




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  12.
    CONTINGENCY    13.
    INCOME
    TAXES      Year Ended


Year EndedDecember 31,


December 31,2007


2006Tax provision (benefit) at federal statutory income tax rate


(34
)%


(34
)%State income taxes, net of federal income tax effect


(3
)


(9
)Adjustments of deferred tax assets


11



9Merger costs


6



Other






3Valuation allowance


20



31Income tax expense (benefit)


0
%


0
%     2007


2006Deferred tax assets and liabilities:Net operating loss carryforwards

$
3,612,315


$
4,365,476Tax credit carryforwards


490,757



509,659Property and equipment and intangibles


7,047,691



2,171,890Other


541,615



377,96411,692,378



7,424,989Less valuation allowance


(11,692,378
)


(7,424,989
)Net deferred tax assets and liabilities

$



$
  F-23




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
        Accounting for Uncertainty in Income
    Taxes
  AmountBalance at January 1, 2007

$
Additions based on tax positions related to current year


139,711Additions for tax positions of prior year


Reductions for tax positions of current year


Reductions for tax positions of prior year


Settlements


Balance at December 31, 2007

$
139,711       14.
    EMPLOYEE
    BENEFIT PLANS   F-24




---



##### Table of Contents



VIA
    PHARMACEUTICALS, INC.
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  15.
    SELECTED
    QUARTERLY FINANCIAL DATA (UNAUDITED)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2007Net service revenues

$



$



$



$
Gross profit














Net loss before extraordinary items and cumulative effect of any
    accounting change


(6,285,788
)


(6,015,034
)


(4,360,293
)


(5,174,267
)Net loss per share  Basic and diluted


(13.05
)


(1.99
)


(0.27
)


(0.27
)Net loss


(6,285,788
)


(6,015,034
)


(4,360,293
)


(5,174,267
)2006Net service revenues

$



$



$



$
Gross profit














Net loss before extraordinary items and cumulative effect of any
    accounting change


(2,119,078
)


(2,200,092
)


(2,016,146
)


(2,291,571
)Net loss per share  Basic and diluted


(4.98
)


(5.02
)


(4.60
)


(5.21
)Net loss


(2,119,078
)


(2,200,092
)


(2,016,146
)


(2,291,571
)  F-25