|OMB APPROVAL                                                                                        
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



[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 Sheets

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

11



Item 3 - Controls and Procedures

12



PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

12



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

12



Item 3. Defaults Upon Senior Securities

12



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

12



Item 5. Other Information

12



Item 6. Exhibits

13



SIGNATURE

14























2





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VIROPRO, INC.

FORM 10-QSB

FEBRUARY 28, 2005.



PART I - FINANCIAL INFORMATION



Item 1.

Financial Statements



NOTE: THESE FINANCIAL STATEMENTS HAVE NOT YET BEEN REVIEWED BY OUR INDEPEDANT AUDITOR.



|Viropro, Inc.                         
|--------------------------------------
|Consolidated Balance Sheet (Unaudited)
|                                      
|                                      
|Assets                                
|                                      
|Current assets:                       
|Cash                                  
|Prepaid expenses and sale taxes       
|Loan receivable (Note 5.)             
|Total current assets                  
|                                      
|TANGIBLE ASSET (Note3)                
|TOTAL ASSETS                          
|                                      
|Liabilities and Stockholders' Equity  
|                                      
|Current liabilities:                  
|                                      
|                                      
|                                      
|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:                                           
|Consulting fees  Non cash stock compensation                  
|Selling, general and administrative expenses                   
|                                                               
|Operating (loss)                                               
|                                                               
|Other expense:                                                 
|Interest expense (principally related party)                   
|                                                               
|(Loss)  from continuing operations                             
|                                                               
|Discontinued operations:                                       
|Gain on assignment of subsidiary                               
|                                                               
|Net income (loss)                                              
|Comprehensive income:                                          
|Foreign currency translation adjustment                        
|Comprehensive income (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 income (loss)                                                                     
|Item not involving cash  - depreciation expense                                       
|                                                                                      
|Adjustments to reconcile net income (loss) to net cash (used in)
Operating activities:
|Issuance of and subscription for common shares for services                           
|Foreign currency translation adjustment                                               
|Changes in assets and liabilities:                                                    
|Prepaid expenses and sales taxes                                                      
|Loan receivable                                                                       
|Account payable and accrued expenses                                                  
|Net cash used in operating activities                                                 
|                                                                                      
|Cash flows from investment activities:                                                
|Acquisition of tangible asset                                                         
|Net cash provided by financing activities                                             
|                                                                                      
|                                                                                      
|Cash flows from financing activities:                                                 
|Shareholders direct payments for accounts payable                                    
|Issuance of common shares for cash                                                    
|Common stock subscriptions for cash                                                   
|Net cash provided by financing activities                                             
|                                                                                      
|Net change in cash                                                                    
|                                                                                      
|Cash at beginning of year                                                             
|                                                                                      
|Cash at end of year                                                                   
|                                                                                      
|                                                                                      
|                                                                                      











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 financial statements have not been reviewed by our Independent Auditor.  The Company intends to file an amended 10QSB as quickly as the auditor provides review.



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 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:   Summary of Significant Accounting Policies



Principles of Consolidation



The consolidated financial statements for the three months ending February 28, 2005 include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. For the three month period ended February 29, 2004, the Company had no subsidiaries.



Revenue Recognition



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



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



Cash and Cash Equivalents



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







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Viropro, Inc.



Notes to Financial Statements (Unaudited)

February 28, 2005

_________________________________________________________________________________________



Accounts Receivable



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



Financial Instruments



Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2005. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values.



Net Income (Loss) Per Common Share



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



Comprehensive Income



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



Foreign Currency Translation



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



Segment Information



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







7





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Viropro, Inc.



Notes to Financial Statements (Unaudited)

February 28, 2005

_________________________________________________________________________________________



Stock-Based Compensation



The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.



The Company accounts for stock based compensation in accordance with SFAS 123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) but disclose the pro forma effects on net income  (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB 25 in accounting for its stock option incentive plans.



Impairment of Long-Lived Assets



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



Income Taxes



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



Note 3:   Tangible Asset



During the three months ending February 28, 2005, the Company acquired computer equipment as follows:



Computer

$ 3,417

Accumulated depreciation

(128)

$ 3,289





The depreciation of this computer is calculated on a 30% declining balance basis.



8





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Viropro, Inc.



Notes to Financial Statements (Unaudited)

February 28, 2005

_________________________________________________________________________________________



Note 4:   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 $3,681,4179 (unaudited), including a net loss for the quarter ending February 28, 2005 in the amount of $577,534. 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.



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 5:

Related Party Transactions



During the year ended November 30, 2004, the Company loaned an aggregate of $14,175 to an affiliated entity which balance is outstanding at November 30, 2004. This loan increased during the three months ending February 28, 2005 to an aggregate of $118,781. As of April 1, 2005, it was reduced to $36,568.



Note 6:    Stockholders Equity



At February 28, 2005, the Company had 20,000,000 authorized shares of common stock with a par value of $.001. Each share entitles the holder to one vote.



Note 7:

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.





9





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Viropro, Inc.



Notes to Financial Statements (Unaudited)

February 28, 2005

_________________________________________________________________________________________





Note 8:   Subsequent Events



During March 2005 the Company filed a Registration Statement on Form S-8 and issued 850,000 shares of common stock for services provided subsequent to November 30, 2004. The fair value of these shares has been accrued to operations primarily in the first quarter as well as a smaller portion applicable to the second quarter of 2005.













































































10





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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.



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 $577,534 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. In the current period, the Company benefited from a favorable foreign currency translation adjustment of $35,978, recorded as Comprehensive Income.



Operating Expenses



During the three month periods ended February 2005 the majority of the expenses of $541,556 incurred were non-cash amounting to $420,165 as Consulting Fees paid  as stock compensation. The amount of $121,391was incurred as cash expenses for selling, general and administrative expenses during the period. 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







11





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VIROPRO, INC.

FORM 10-QSB

FEBRUARY 28, 2005.



Item  6.  Exhibits



Exhibits.



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

Exhibit 32.1  Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350









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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:  April 19, 2005.

























13