|OMB APPROVAL                                                                                        
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB /A

(Amendment No. 1)



[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2005.



OR



[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

From ________________ to ________________





VIROPRO INC.

(Exact name of registrant as specified in its charter)



|Nevada                                         | 333-06718                 | 13-3124057                       
|---------------------------------------------- | ------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File  Number) | (IRS Employer Identification No.)



|4480 Cote de Liesse Suite 355
Montreal, Quebec, Canada |  | H4N 2R1   
|------------------------------------------------------ |  | ----------
|(Address of principal executive offices)               |  | (Zip Code)





(514) 731-5552

(Registrant's telephone number, including area code)



N/A

(Former name, former address & former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days.     YES  [X]    NO  [   ]



APPLICABLE ONLY TO CORPORATE ISSUERS:



As of March 28, 2005, the number of the Company's shares of par value $.001 common stock outstanding was 10,229,674.





SEC 2334 (10-04)

Potential persons who are to respond to the collection of information contained in this form are not required to respond

unless the  form displays a currently valid OMB control number.





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VIROPRO, INC.

FORM 10-QSB

FEBRUARY 28, 2005.







INDEX



PART I - FINANCIAL INFORMATION



Consolidated Balance Sheet

3



Consolidated Statements of Operations

4



Consolidated Statements of Cash Flows

5



Notes to Consolidated Financial Statements

6



Item 2 - Management's Discussion and Analysis of Financial Condition or Results of Operations

9



Item 3 - Controls and Procedures

11



PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

11



Item 2.  Unregistered Sales of Equity  Securities and Use of Proceeds

11



Item 3. Defaults Upon Senior Securities

11



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

11



Item 5. Other Information

11



Item 6. Exhibits

12



SIGNATURE

13























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VIROPRO, INC.

FORM 10-QSB

FEBRUARY 28, 2005



PART I - FINANCIAL INFORMATION



Item 1.

Financial Statements





Viropro, Inc.

Consolidated Balance Sheet (Unaudited)

February 28, 2005



|Assets                               |                                                                                                      |                           
|------------------------------------ | ---------------------------------------------------------------------------------------------------- | --------------------------
|Current assets:                      |                                                                                                      |                           
|Cash                                 | $                                                                                                    | 6,774                     
|Prepaid expenses and sale taxes      |                                                                                                      | 23,272                    
|Other receivable                     |                                                                                                      | 83,875                    
|Total current assets                 |                                                                                                      | 113,921                   
|                                     |                                                                                                      |                           
|Property and equipment, net          |                                                                                                      | 3,289                     
|                                     | $                                                                                                    | 117,210                   
|                                     |                                                                                                      |                           
|Liabilities and Stockholders' Equity |                                                                                                      |                           
|                                     |                                                                                                      |                           
|Current liabilities:                 |                                                                                                      |                           
|Accounts payable                     | $                                                                                                    | 24,311                    
|                                     |                                                                                                      | Total current liabilities 
|                                     |                                                                                                      |                           
|Stockholders' Equity:                |                                                                                                     
|                                     | Common stock, $.001 par value, 20,000,000 shares
authorized, 9,379,674 shares issued and outstanding | 9,380                     
|                                     | Additional paid-in capital                                                                           | 3,595,675                 
|                                     | Common stock subscriptions                                                                           |                           
|                                     | Deferred  Stock Compensation                                                                         |                           
|                                     | Accumulated (deficit)                                                                                |                           
|                                     | Other Comprehensive Income:                                                                          |                           
|                                     | Foreign currency translation adjustment                                                              |                           
|                                     |                                                                                                      | Total stockholders' equity
|                                     |                                                                                                      |                           
|                                     |                                                                                                      |                           



See accompanying notes to consolidated financial statements.



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|Viropro, Inc.
Consolidated Statements of Operations (Unaudited)
|---------------------------------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Revenue                                                        
|                                                               
|Cost of revenue                                                
|                                                               
|Gross Profit                                                   
|                                                               
|Operating  expenses:                                           
|Non cash stock compensation                                    
|Selling, general and administrative expenses                   
|                                                               
|                                                               
|                                                               
|Net  (loss)                                                    
|Comprehensive income:                                          
|Foreign currency translation adjustment                        
|Comprehensive  (loss)                                          
|                                                               
|Weighted average common shares outstanding  basic and diluted 
|                                                               
|(Loss) per common share  basic and diluted                    







See accompanying notes to consolidated financial statements.



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|Viropro, Inc.
Consolidated Statements of Cash Flows (Unaudited)
|---------------------------------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|Cash flows from operating activities:                          
|Net cash (used in) operating activities                        
|                                                               
|Cash flows from investment activities:                         
|Acquisition of property and equipment                          
|Net cash (used in)
 financing activities                       
|                                                               
|                                                               
|Cash flows from financing activities:                          
|Issuance of and subscriptions for common shares for cash       
|Net cash provided by financing activities                      
|                                                               
|                                                               
|                                                               
|Net change in cash                                             
|                                                               
|Cash at beginning of period                                    
|                                                               
|Cash at end of period                                          
|                                                               
|                                                               
|                                                               







See accompanying notes to consolidated financial statements.



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Viropro, Inc.



Notes to Financial Statements (Unaudited)

February 28, 2005

_________________________________________________________________________________________



Note 1:   Organizations and Basis of Presentation



The accompanying unaudited Consolidated Financial Statements of Viropro, Inc. (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X.  The financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) for complete financial statements.



These Consolidated Financial Statements should be read in conjunction with the audited financial statements and footnotes thereto included in Viropro Inc.s Form 10-KSB for the year ended November 30, 2004,
as filed with the Securities and Exchange Commission.



The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



Note 2:   Income (Loss) per
 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.



Note 3:   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. Since its inception, the Company has reported net losses totaling $3, 895,643
 including a net loss for the quarter ended
 February 28, 2005 in the amount of $ 756,020.
 In addition, the Company has no revenue generating operations.



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.



6





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Viropro, Inc.



Notes to Financial Statements (Unaudited)

February 28, 2005

_________________________________________________________________________________________



The Company is pursuing financing for its operations and seeking additional investments. In addition, the Company is seeking to expand its revenue base by adding new customers and increasing its advertising. Failure to secure such financing or to raise additional equity capital and to expand its revenue base may result in the Company depleting its available funds and not being able pay its obligations. The Company is aggressively pursuing strategic alliances which will bring a cash infusion, restructuring and a forward looking business plan.



The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.



Note 4:

Other Receivable



During the year ended November 30, 2004, the Company loaned an aggregate of $14,175 to an unrelated
 entity which balance is outstanding at November 30, 2004. This loan increased during the three months ended
 February 28, 2005 to an aggregate of $ 83,875.
 As of April 1, 2005, it was reduced to $ 42,813.



Note 5
:    Stockholders Equity



During the three months ended
 February 28, 2005, the Company issued 3,152
,000 common
shares with a fair market
 value of $ 1,053,640 which had been subscribed for  services provided through November 30, 2004. The fair value of the shares was charged to operations during the year ended November 30, 2004. In addition, during the three months ended February 28, 2005, the Company issued 685,000 shares of common stock with a fair value of $287,700 for services.



During the three months ended February 28, 2005, the Company issued 682,500 shares of common stock which were subscribed for with cash of $136,500 at November 30, 2004. In addition, during the three months ended February 28, 2005, the Company issued 493,200 shares of common stock for cash of $105,660 and accepted subscriptions for 378,500 shares of common stock for cash of $75,700.



During March 2005 the Company filed a Registration Statement on Form S-8 and issued 850,000 shares of common stock for services provided commencing in December 2004. The fair value of these shares of $405,150 has been recorded as a $310,350 charge to operations during the period and $94,800 as deferred compensation for services to be provided subsequent to February 28, 2005.



Note

6:    
Commitments



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, the fair value of which has been charged to operations during the year ended November 30, 2004, and is 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 will pay a royalty of 15% of sales of the licensed products.





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In April,
Viropro Pharma
 Inc. announced the creation of a strategic joint-venture with ProteoCell Biotechnologies Inc., a leading bioprocess Montreal-based company specializing in the scale-up of production processes of recombinant proteins. The joint-venture is named Viropro-ProteoCell. Viropro Pharma completed its initial payment of $50,000 (in Canadian Funds) and is obligated for six (6) monthly payments of $50,000, paid semi-monthly.



















































































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VIROPRO, INC.

FORM 10-QSB

FEBRUARY 28, 2005.



Item 2.

Results of Operations



As previously disclosed in its public filings, Viropro may be currently deemed to be a shell corporation with no revenues and its main business activity has been to search for an operating business. In the fourth quarter of 2004, the Company set up two subsidiaries mandated to identify business opportunities for acquisition and/or business development. Expenses incurred during the first quarter of 2005 relate primarily to this activity.



The following events occurred since our last disclosure (10K-SB), namely:



In March, Viropro Pharma Inc., a subsidiary of Viropro, 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 complement Viropro Pharmas other biopharmaceutical products and its overall business direction. Revenues are currently expected to commence by Q3, provided no unanticipated delays occur such as production delays, customer delays in providing orders, and sufficient financing in place to cover the initial sales transaction.



In April, Viropro Pharma Inc. announced the creation of a strategic joint-venture with ProteoCell Biotechnologies Inc., a leading bioprocess Montreal-based company specializing in the scale-up of production processes of recombinant proteins. The joint-venture is named Viropro-ProteoCell. This JV combines the powerful strategic forces in the areas of technical and scientific expertise with a revenue-driven business model. Viropro Pharma will recognize revenue through its majority equity interest.  Viropro-ProteoCell will deliver turn-key biopharmaceutical projects to second and third world markets that will provide local manufacturing capabilities with recombinant biotherapeutics. Viropro Pharma is partnering with ProteoCell Biotechnologies to implement its pro-active business model based on vertical integration. The Viropro-ProteoCell joint-venture will adopt a step-by-step approach for the technological and scientific transfer and will be involved in each aspect of the project. The business model of the JV collects revenues and royalties at each stage of the process, from the feasibility and profitability study, to final share participation and technical support extending beyond the projects implementation. Viropro Pharma has already identified five large scale projects, one of which should be signed before the end of 2005 in Brazil which would lead to revenue for Viropro around Q4. Viropro Pharma completed its initial payment of $50,000 (in Canadian Funds) and is obligated for six (6) monthly payments of $50,000, paid semi-monthly.  A copy of this agreement is attached.



Results of Operations Three Months Ended  February 28, 2005 and February 29, 2004.



During the three month period ending February 28, 2005, the Companys net loss was $ 761,061
 compared to a net loss of $11,497 in the same period of the prior year. In the year-ago period the Company was largely an inactive shell with expenses incurred to remain current with its required regulatory filings.



Revenues



During the three month periods ended February 2005 and 2004, the Company's revenues were zero dollars. The Company has no operations which generate revenue at this time. There was no gross profit for either period.





9





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Operating Expenses



During the three month periods ended February 2005 the majority of the expenses of $ 756,020
 incurred were non-cash amounting to $ 598,050
 as Consulting Fees paid as stock compensation. The amount of $ 157,970
was incurred as cash expenses for selling, general and administrative expenses during the period less a currency adjustment of $5,041.
 Expenses incurred in the quarter ending February 2004 totaled $11,497 relating to the costs to maintain the Companys good-standing and the required current reporting.



Material Changes In Financial Condition, Longevity And Capital Resources



At February 28, 2005, the Company had $6,774 in cash and cash equivalents as compared to no cash in the year-ago period.



Item 3. Controls and Procedures



The Company maintains disclosure controls and procedures that are designed  to ensure that information required to be disclosed  in the  Company's  Exchange Acts reports is recorded, processed  and summarized  and is reported within the time periods specified  in the  SEC's  rules  and  forms,  and  that  such  information   is accumulated   and  communicated  to  the  Company's   management, including  its  Chief  Executive  Officer  and  Chief  Financial Officer  to allow timely  decisions  regarding required  disclosure. In designing and evaluating the  disclosure control procedures, no matter how well designed and operated, can provide  only  reasonable  assurance  of  achieving  the  desired control  objectives, and management necessarily was  required  to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



As of the date of this report, the Company's management carried out an evaluation  of  the effectiveness  of  the  design and  operation  of  the  Company's disclosure controls and procedures pursuant to Exchange Act  Rule 13a-14.  Based  upon the  evaluation,  the  Company's  President (principal   executive  officer)  and  Chief  Financial   Officer concluded  that the Company's disclosure controls and  procedures are effective  in  timely alerting him to material  information required  to  be included in the Company's periodic SEC  filings. There  have been no significant changes in the Company's internal controls  or  in other factors, which could significantly  affect internal controls subsequent to the date the Company's management carried out its evaluation. As such, no changes were made in controls and procedures.



PART II - OTHER  INFORMATION



Item  1.  Legal Proceedings.



None



Item  2.  Unregistered Sales of Equity Securities and Use  of Proceeds.



None



Item 3.  Defaults Upon Senior Securities.



None.



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



None



Item  5.  Other Information.



None



10





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VIROPRO, INC.

FORM 10-QSB

FEBRUARY 28, 2005.



Item  6.  Exhibits



Exhibits.



Exhibit 10 - Notice of Amendment between Viropro Pharma Inc. and ProteoCell Biotechnologies Inc.

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













11





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SIGNATURE



In  accordance  with  the requirements of the Security Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, duly  authorized.



VIROPRO, INC.















/s/ Richard Lee

_______________________________

Richard Lee, Sole Director and Officer

(acts as chief executive officer and principal accounting officer)



Date:   May 10
, 2005.

























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