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 29, 2008  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)  Nevada333-0671813-3124057(State or other jurisdiction of incorporation)(Commission File  Number)(IRS Employer Identification No.)  8515, Place Devonshire, Suite 207, Montreal, Quebec, CanadaH4P 2K1(Address of principal executive offices)(Zip Code)   (514) 731-8776 (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  [  ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS:  As of April 4, 2008, the number of the Company's shares of par value $.001 common stock outstanding was 37,988,910.  Transitional Small Business Disclosure format (check one):  Yes [ ]  No [X]   1


VIROPRO, INC. FORM 10-QSB February 29, 2008    INDEX  PART I - FINANCIAL INFORMATION  Item 1  Financial Statements 3  Consolidated Balance Sheet (unaudited as at February 29, 2008) 4  Consolidated Statements of Operations (unaudited for the three months ended February 29, 2008 and 2007 and for the period from Inception (July 1, 2003) to February 29, 2008) 5  Consolidated Statements of Cash Flows (unaudited for the three months ended February 29, 2008 and 2007 and for the period from Inception (July 1, 2003) to February 29, 2008) 6  Notes to Consolidated Financial Statements (unaudited as at February 29, 2008) 7  Item 2  Management Discussion and Analysis 12  Item 3  Evaluation of Disclosure Controls and Procedures 18  PART II - OTHER INFORMATION  Item 1 - Legal Proceedings 20  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 20  Item 3 - Defaults Upon Senior Securities 20  Item 4 - Submission of Matters to a Vote of Security Holders 20  Item 5 - Other Information 20  Item 6 - Exhibits 20  SIGNATURE 21


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VIROPRO, INC. FORM 10-QSB February 29, 2008   PART I - FINANCIAL INFORMATION  Item 1.  Financial Statements  General  The accompanying reviewed financial statements have been prepared in accordance with the instructions to Form 10-QSB.  Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flow, and stockholders equity in conformity with generally accepted accounting principles.  Except as disclosed herein, there has not been a material change in the information disclosed in the notes to the financial statements included in the Companys annual report on Form 10-KSB for the year ended November 30, 2007.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  Operating results for the three months ended February 29, 2008 are not necessarily indicative of the results that can be expected for the year ended November 30, 2008.


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Viropro Inc.(A Development Stage Company)Consolidated Balance Sheet(Unaudited  in US$)February 29, 2008ASSETSCurrent AssetsCash$                     3,735Other receivables21,639Prepaid expenses3,788GST taxes15,975Financing costs198,747Total current assets243,884Property and equipment, net of accumulated depreciation of $ 8,51712,583Other assetPatent, net826,120Total assets$               1,082,587LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable and accrued expenses$                   931,803Other payables31,134Common stock payable30,000Convertible debentures, net of unamortized discount of $ 134,663679,337Total current liabilities1,672,274Total liabilities1,672,274Stockholders'  DeficitCommon stock, $.001 par value, 100,000,00037,989shares authorized, 37,988,910 issued and outstandingAdditional paid in capital12,602,034Deficit accumulated during the development stage(11,145,876)Accumulated deficit(1,971,555)(477,408)Other comprehensive income:Foreign currency translation adjustment(112,279)Total stockholders deficit(589,687)Total liabilities and stockholders deficit$                1,082,587  See accompanying notes to financial statements


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Viropro, Inc.(A Development Stage Company)Consolidated Statements of Operations(Unaudited  in US$)Three months endedInception (July 1, 2003) to February 29, 2008February 29,February 28,20082007Revenues$                 -$               -$      264,000Cost of revenue---Gross profit--264,000Operating expenses:Consulting fees - non cash stock compensation69,861190,8126,156,731General and administrative expenses216,996433,8974,128,133Total operating expenses286,857624,70910,284,864Operating loss(286,857)(624,709)(10,020,864)Other income (expense)Interest expense(87,429)(130,152)(1,073,039)Loss on investment--(51,973)Net loss(374,286)(754,861)(11,145,876)Comprehensive loss:Foreign currency translation adjustment(14,046)(280)(112,279)Comprehensive loss$       (388,332)$    (755,141)$ (11,258,155)Per share information - basic:Weighted average shares outstanding - basic37,988,91027,210,469Loss  per common share($0.01)($0.03)     See accompanying notes to financial statements


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Viropro, Inc(A Development Stage Company)Consolidated Statements of Cash Flows(Unaudited - in US$)Three Months EndedInception (July 1, 2003 to February 29, 2008)February 29, 2008February 28, 2007Cash flows from operating activities:Net loss$     (374,286)$  (754,861)$(11,145,876)Adjustments to reconcile net loss to net cash used by operating activities :Loss on investment--51,973Depreciation and amortization27,02027,875233,812Consulting fees  non cash stock compensation69,861190,8126,154,732Amortization financing costs49,41574,372713,654Amorization beneficial conversion feature31,55835,727319,703Changes in operating assets and liabilities :Decrease (increase) in other receivables(258)3,506(21,639)Decrease (increase) in prepaid expenses5,47499(3,787)(Increase) decrease in GST taxes(9,468)11,260(15,975)(Decrease) increase in accounts payable and accrued expenses177,987(9,556)903,143Increase (decrease) in other payables486(198)31,134Increase in deferred revenue-35-Net cash used in operating activities(22,212)(420,929)(2,779,126)Cash flows from investing activities:Investment in Biochallenge S.A.--(51,973)Acquisition of property and equipment--(22,515)Net cash used in investing activities--(74,488)Cash flows from financing activities:Proceeds from issuance of common shares--1,592,234Proceeds from issuance of convertibles debentures-488,9651,347,394Common stock payable--30,000Net cash provided by financing activities-488,9652,969,628Net increase (decrease) in cash(22,212)68,036116,014Effect of foreign currency translation adjustment(14,046)(280)(112,279)Cash, beginning of period39,99397,388-Cash, end of period$           3,735$        165,144$         3,735Non cash investing and financing activities :Issuance of common stock for conversion of debentures and interest$                   -$                   -$       600,490Issuance of common stock for patent (3,500,000 shares)$                   -$                   -$    1,050,000Receivable for common stock$                   -$                   -$         25,000  See accompanying notes to financial statements


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Viropro, Inc. (A Development Stage Company) Notes to Financial Statements February 29, 2008 (UNAUDITED)  Note 1: Organization 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.  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 included in Viropro, Inc.s Form 10-KSB for the year ended November 30, 2007, 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: 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.  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. The aggregate accumulated deficit and accumulated deficit during the development stage of the Company is $13,117,431 ($1,971,555 and $11,145,876, respectively, including a net loss for the three months ended February 29, 2008 in the amount of $374,286.  The Companys ability to continue as a going concern is contingent upon its ability to secure additional financing, to increase ownership equity and to attain profitable operations. In addition, the Companys ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which the Company operates.  In October 2007, the Company announced an expected US$ 1.5 Million financing.  On December 21, 2007, the Company informed its stockholders that the first tranche of US$ 300,000 related to the US$ 1.5 Million financing was not closed due to unfavorable market conditions.  As of November 30, 2007, the Company raised only $70,000 from this first tranche of $300,000.


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Viropro, Inc. (A Development Stage Company) Notes to Financial Statements February 29, 2008 (UNAUDITED)  Note 3: Going Concern (continued) On January 24, 2008, Viropro reported on its Extraordinary Special Meeting of Stockholders: due to difficulties in obtaining financing to pursue its activities, the company had to slow the development of its first biotherapeutic product and had to lay-off its employees.  A resolution was adopted by Shareholders to extend up to March 24, 2008 the decision to be taken about the continuity of its activities, giving additional time to Viropro Incs directors to consider various financing proposals submitted and to be submitted.  If adequate financing is available, restructuring of the Company will be undertaken in order to carry out the development projects. Note 4: Convertible Debentures  Viropro agreed to issue up to $1,300,000 of convertible debentures with each unit consisting of one (1) Convertible Debenture, maturity value $1,000 and five thousand (5,000) warrants to purchase common shares of the Company. The time frame for collecting the financing and issuing convertible debentures was March 1, 2007.  As of May 31, 2007, $1,300,000 was collected and none of the convertible debenture remained available.  The Company has determined the debentures to have a beneficial conversion feature totalling $420,527.  The beneficial conversion feature has been recorded as a debt discount which will be amortized over the life of the loans.  The beneficial conversion feature was valued under the Black-Scholes option pricing model using the following assumptions: a stock price between $0.19 and $1.19; estimated life of 3 years; historical volatility rate ranging between 205% and 251% and debt discount rate of 6.00%. The investors shall have 3 years from March 1, 2006 to exercise 6,500,000 warrants.  The warrant strike price shall be $0.25 per share of restricted stock.  The Company has determined the warrants to have a value of $838,587 which has been reflected as a financing cost and will be amortized over the life of the loans.  The warrants were valued under the Black-Scholes option pricing model.  From March 1, 2007 to November 30, 2007, investors converted $600,491 in private debenture financing as well as accumulated interest into 2,882,112 common shares.  As of November 30, 2007, $1,300,000 was collected and $556,000 was converted.  In October 2007, the Company announced an expected US$ 1.5 Million financing.  On December 21, 2007, the Company informed its Stockholders that the first tranche of US$ 300,000 related to the US$ 1.5 Million financing was not closed due to unfavorable market conditions.  As of November 30, 2007, the Company raised only $70,000 from this first tranche of $300,000.  The Company has determined the debentures to have a beneficial conversion feature totaling $22,165.  The beneficial conversion feature has been recorded as a debt discount which will be amortized over the life of the loans.  The beneficial conversion feature was valued using the intrinsic value method.  Note 5: Stockholders Deficit  During the three months ended February 29, 2008, the Company did not issued common shares.  Furthermore, the Company expensed $69,861 of previously recorded deferred compensation for the three months ended February 29, 2008.  As of March 19, 2007, the Company received $30,000 for 375,000 shares at $0.08 per share of common stock. As of February 29, 2008, the Company had not issued any of these shares and accordingly has reflected $30,000 as a common stock payable. The Company anticipates issuing such shares in the following fiscal year.


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Viropro, Inc. (A Development Stage Company) Notes to Financial Statements February 29, 2008 (UNAUDITED)  Note 6: Commitments and Contingencies  During the periods covered by these financial statements, the Company issued shares of common stock and subordinated debentures without registration under the Securities Act of 1933. Although the Company believes that the sales did not involve a public offering of its securities and the Company did comply with the safe harbor exemptions from registration, if such exemptions were found not to apply, this could have a material impact on the Companys financial position and results of operations. In addition, the Company issued shares of common stock pursuant to Form S-8 registration statements and pursuant to Regulation S. The Company believes that it complied with the requirements of Form S-8 and Regulation S in regard to these issuances. However, if it were determined that the Company did not comply with these provisions this could have a material impact on the Companys financial position and results of operations.  During November 2004, the Company entered into an agreement with the Tokyo-based firm Immuno Japan Inc. for the marketing and production of therapeutic proteins in international markets. According to the agreement, the Company has acquired licenses to patented technologies related to the production of therapeutic proteins for certain countries. As compensation for the rights, the Company issued 500,000 shares of common stock in February 2005, with a fair value of $220,000 which was charged to operations during the year ended November 30, 2004. The Company 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.  The Companys principal executive offices are located in Montreal, Quebec, Canada where it occupies approximately 2,400 square feet office space on a 3-year lease which expires during October 2008, with a monthly rental cost of $1,720.  In addition, the Company rents laboratory facilities in Montreal occupying approximately 1,400 square feet under a one-year renewable lease expiring October 2008. The facilities cost the Company $3,252 per month.  Future minimum rental payments pursuant to the above agreements are as follows:  2008: $13,760  Rent expense was $64,229 and $57,389 for the three months ended February 29, 2008 and February 28, 2007, respectively.                   Note 7: Legal Proceedings  On June 16, 2006, the Company became involved in a legal dispute in which a shareholder, holding 177,500 shares, claimed the Company was purposefully not removing his trading restrictions.  The Company has appeared and answered the allegations of the lawsuit, denied liability, and vigorously defended itself. Viropro was ultimately unsuccessful and  $14,250 in damages and attorneys fees is  payable as of February 29th 2008. In addition, the Company has asserted a counter-claim seeking the return and cancellation of 6,800,000 million improperly issued shares of Viropro.  The majority of these shares are owned or controlled by the previous managers of Viropro. To date the federal action is ongoing. The management of Viropro has been vigorous in pursuing the prosecution and defense of this case. There is a trial date set for July 22, 2008.


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Viropro, Inc. (A Development Stage Company) Notes to Financial Statements February 29, 2008 (UNAUDITED)  Note 7: Legal Proceedings (continued)  There is pending litigation concerning Viropro Pharma, Inc., a wholly owned subsidiary of Viropro, Inc., where a consultant is claiming $34,563 CDN.  Viropro Pharma, Inc. vigorously contests the claim; however, does agree that $5,000 CDN is owed.  This claim was dismissed on May 25, 2007 as the plaintiff chose not to pursue the case.  Note 8: Recent Pronouncements  In February 2007, the FASB issued SFAS 159 The fair value option for financial asset and financial liabilities  an amendment of FSAB statement 115.  This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.  This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.  The statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007.  The Company is currently evaluating the impact this new Standard will have on its financial position, results of operations or cash flows.  In December 2007, the FASB issued SFAS 160 Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.  The objective of this statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  This statement is effective for fiscal years beginning on or after December 15, 2008.  The adoption of this Standard is not expected to have any material impact on the Companys financial position, results of operations or cash flows.  In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133, (SFAS 161) as amended and interpreted, which requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entitys financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the effect this standard will have on the Company.


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Viropro, Inc. (A Development Stage Company) Notes to Financial Statements February 29, 2008 (UNAUDITED)  Note 9: Subsequent Events  On March 3, 2008, Viropro signed a Term Loan Agreement with 9188-5400 Quebec Inc (hereafter called «First Royalties») to borrow US$ 2,000,000 which shall be disbursed by First Royalties in 6 Tranches as follows: · US$ 400,000 before March 22, 2008; · US$ 200,000 before April 15, 2008; · US$ 300,000 before June 15, 2008; · US$ 300,000 before August 15, 2008; · US$ 300,000 before October 15, 2008; · US$ 500,000 before December 30, 2008 As of March 15, 2008, US$ 405,000 has been received from the US$420,000 First Tranche. The Term Loan is accompanied by a conversion right permitting the lender to convert the capital and interest into Common Shares of Viropro at a deemed price of US$0.03 per Share.  The Common Shares issued will be subject to rule 144.  The Term Loan, scheduled to mature on March 3, 2011, will bear interest from the date such Loans are made at the rate of 10 percent (10%) per annum.  Interest is payable, on a quarterly basis, in Common Shares of Viropro at a deemed price of US$0.03 per Share.  A Deed of Hypothec on all movable property and assets of Viropro will be granted to First Royalties when a minimum of US$ 1,000,000 financing would have been closed through the Term Loan. On March 7, 2008, at signature of the abovementioned US$ 2,000,000 Term Loan Agreement, both parties agreed that it would be more beneficial for the Company that the Management Team resign in order to allow First Royalties to execute the business plan that will have to be completed in the near future.  Consequently, the Management Team resigned as of March 7, 2007.  The Board of Directors then appointed Mr. Serge Beausoleil as President of Viropro.  Mr. Beausoleil and his Team successfully completed their due diligence.  All Board Members resigned after this appointment.  New Board Members would be appointed shortly. Basically, Companys focus should remain the same.


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Item 2. Managements Discussion and Analysis  THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VIROPRO, INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES INCLUDED ELSEWHERE IN THIS REPORT.  THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. VIROPRO, INC.S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET CONDITIONS.  Overview  Viropro, Inc. (Viropro) is a company operating in the pharmaceutical sector specializing in the sale of technological transfers for biopharmaceutical generic drugs in emerging markets.  Its expertise in cell line and biopharmaceutical manufacturing process development is supported by alliances with major partners in biotechnology.  Viropro is not a standard biotech company.  It maintains as its primary focus, generic versions of blockbuster biopharmaceutical drugs (defined as drug with sales of greater than US $1 billion per year), and involving low risk.  These products are known and have already been FDA approved; furthermore, developing manufacturing processes for these drugs is quite well standardized.  Viropro International (the subsidiary through which Viropro, Inc. operates) holds a versatile platform technology with an exclusive license portfolio.  In order to strengthen and expand Viropro International's manufacturing and development capabilities, a partnership agreement was signed on October 6, 2005 with the National Research Council of Canadas Biotechnology Research Institute in Montreal (NRC-BRI) for scale-up of process development.  This agreement allows the Company to benefit from the BRI'S outstanding expertise in biological product process development and scale-up.  With this agreement, the Company is granted exceptional R&D leverage that minimizes its R&D expenditure, which in turn enables a greater focus on development of novel products such as monoclonal antibodies.  On October 26, 2006, Viropro signed a second agreement with NRC-BRI for the use of powerful inducible expression systems developed and patented by the NRC-BRI.  Viropro has obtained a worldwide exclusive license for the production of the recombinant human interferon beta («rH IFN beta»). Viropro is also planning to sign new licenses with NRC-BRI in the near future for the production of other therapeutic human proteins including cytokines and monoclonal antibodies.  Viropro is targeting markets with unmet medical needs (emerging markets) such as South America, Asia, and Africa with biopharmaceutical generic products for which patents have expired and others about to expire.  Emerging markets are served by few if no competitors.  The potential market for Viropro services is high with additional growth to come when Western countries open their markets to biopharmaceutical generic products.  The worldwide biopharmaceutical market was estimated at over US $50 billion in 2004 (Biopharma). Biopharmaceuticals are a growing field, the rate of new products being approved has increased steadily, more than doubling from the 1990s through to 2005 (Bioplan 2006 and Nature 2004). A series of key blockbuster products developed in the 1980s and 1990s and selling for over US $30 billion are predicted to remain the dominant revenue generators over the coming years (Nature Biotech., 2004). All of Viropros targeted biogenerics are among these blockbuster biopharmaceuticals.  Viropro's platform technology allows it to develop manufacturing processes for blockbuster biological products.  Viropro manufacturing processes benefit our clients in that they are less expensive, more efficient and thus allow a lower cost of production.  This provides greater access to medications to a population that would normally not have any.  What differentiates Viropro is its business model, platform technology and intellectual property and rights.  They allow Viropro to stand out as a leader in the technological transfer market.  On November 7, 2006, Viropro signed its first major contract worth US $42 million with Biochallenge S.A., a Tunisian private pharmaceutical company, for the development and the technology transfer of 4 biotherapeutic products.  Biochallenge was to  manufacture locally and commercialize these high quality low cost biopharmaceuticals.  Viropro would have  received US $42 Million as licensing fees, development and technology transfer costs, and royalties on future sales.  Viropros initial equity participation was  for 14% of the project. However, Biochallenge failed to materialize the necessary financing per set deadline of November 2007 and consequently, agreement was terminated.  On April 26, 2007, a Memorandum of Understanding was signed with Intas Biopharmaceuticals Ltd. (IBPL) for the production of an undisclosed high value therapeutic product.  IBPL will pay Viropro a licensing fee for the development and technological transfer of the manufacturing process and Viropro will receive royalties based on net sales.  On September 21, 2007, the Final Collaborative Research, Development and Licence Agreement related to the abovementioned INTAS MoU was signed.  It is a 10 year agreement along with a consultancy contract with IBPL which will provide Viropro with product development and licensing revenues of US$ 2.14 Million over the next 2 years.  This agreement will bring multiple sub-licensing agreements around the world, generating licensing fees and royalties which could represent up to approximately US$ 100 Mllion in revenues for Viropro over the 10 year term of this agreement. Newly appointed President and Chief Executive Officer, Serge Beausoleilis a successful Entrepreneur having done well in personal business who likes to face new challenges.  His previous experience brings strong expertise in the fields of finance, business management, sales management, establishment of marketing strategies, partnership agreements and strategic alliance negotiations as well as in communications. Mr. Beausoleil holds a B.B.A. and an M.Sc. in Economics.  He has previously held titles of Chartered Administrator (Adm. A.), Quebec Institute of Financial Planning (Fin. Pl.), as well as the title of Fellow of the Canadian Securities Institute (F.C.S.I.). As Vice-president, Corporate Affairs, Mr Beausoleil has appointed Mr. Claude Gingras.Mr. Gingras, for over 20 years, worked in the securities industry where he has occupied higher management positions. Over the last 10 years, Mr. Gingras has acted as consultant in financial engineering, corporate restructuring and legal documentation. Since 2003, Mr. Gingras has been involved with several Canadian listed companies where he has successfully structured several millions of dollars in financing. Mr. Gingras graduated in Economics from Laval University and has also held the title of Fellow of the Canadian Securities Institute (F.C.S.I.) Mr. Beausoleil plans on implementing the Business Plan as well as putting the Company back on solid ground. It is also his intention to keep its management and scientific team at a minimal level until operations and positive revenue streams justify any expansion. Administrative charges have been considerably reduced and this will be reflected in the coming quarters.   Business Model  The business model as set-up by Viropro assures its partners a full technology transfer package (systems, processes and training) for a complete integration of cutting-edge technologies that do not exist yet in that part of the world. Furthermore, the Company will provide its expert advice/consultation regarding technical and regulatory requirements, procedures to be implemented and equipment purchase, installation and validation of new manufacturing facilities. Viropro is focusing on a number of biogenerics (also known as biosimilars, follow-on biologics, and generic biologics) already in the public domain or soon to come off patent.  Our objectives include specific monoclonal antibodies that will be coming off patent as of 2011 such as rituximab (sold under the brand name Rituxan® or MabThera®), with annual sales of US $3.2 Billion in 2005 (The Future of Monoclonal Antibody Therapeutics, Business Insights, 2006).  Through various  potential partners, Viropro is working to establish itself in North African and Middle Eastern countries. The most promising bio-therapeutics are G-CSF and Erythropoietin. From about 700 million inhabitants, the potential client population is several hundred thousand people.  Technology and strategic alliances  Viropro now holds a versatile technology platform with an exclusive license portfolio. This is a result of strong partnerships with the Biotechnology Institute in Montreal through an agreement that includes the use of a proprietary promoter that significantly enhances the yield of recombinant proteins.  Viropro's platform technology allows it to develop manufacturing processes for blockbuster biotech products which are already off patent or for which patent expiry is imminent. The platform also allows the Company to undertake contractual development for biotechnology and biopharmaceutical manufacturing companies, and develop or co-develop new products with partnering companies.  Our strength is in our technological platform, i.e. the intellectual property and know-how and rights that allows us to quickly develop high quality biopharmaceutical manufacturing processes at low cost.  Our technological platform will allow us to develop more efficient manufacturing processes than those of our competitors who most often use technologies dating to the 1980s and 90s.  Additionally, Viropros leadership team has a strong international network of contacts, which enables Viropro to acquire and out-license technologies and furthers the development goals of the company.  In order to strengthen and expand Viropro's manufacturing and development capabilities, a partnership agreement was signed with the National Research Council of Canadas Biotechnology Research Institute in Montreal (BRI) for scale-up of process development. This agreement allows the Company to benefit from BRI's proven expertise in recombinant protein process development and scale-up. With this agreement, the Company has an advantageous R&D leverage that minimizes its R&D expenditure and allows for a greater focus on development of novel products such as monoclonal antibodies. Viropros collaboration with the BRI is a productive one, and the company enjoys the advantages of the BRIs infrastructure and expertise, its highly specialized equipment for applied biotech, and a local network of skilled scientists and technicians to complement Viropros own.  On October 26, 2006, Viropro signed a second agreement with the National Research Council- Biotechnology Research Institute (NRC-BRI) for the use of powerful inducible expression systems developed and patented by the NRC-BRI.  Viropro has obtained a worldwide exclusive license for the production of the recombinant human interferon beta («rH IFN beta»). Viropro is also planning to sign new licenses with NRC-BRI in the near future for the production of other therapeutic human proteins including cytokines and monoclonal antibodies.  Viropro also concluded agreements with Parteurop, a French consulting company, as well as with world-known universities and research institutes in France and in Canada. Other significant partnerships concern GMP production and Drug Master File development.  Industry  The pharmaceutical industry was evaluated at approximately US$ 600 billion in 2006(Emerging Markets in Asia, Latin America and Eastern Europe Gain Strength, IMS Health, 2006).  Of this, biopharmaceutical products make up approximately 10%, or about US $60 billion.  The biopharmaceutical sector is the fastest growing segment and is commonly said to be the future of the pharmaceutical industry.  Revenues of the worlds publicly-traded biotech companies grew 18 percent in 2005, reaching an all-time high.  The U.S. and European biotechnology sectors showed 16% and 17% growth, respectively, with the former posting its third consecutive year of strong product approvals and solid financial results (Beyond Borders: The Global Biotechnology Report, Ernst & Young, 2006).  Products, goals and objectives  Therapeutic protein products are the primary reason for the boom in biotech. Products such as erythropoietin, interferons alpha and beta, G-CSF, and factor VII are all showing double-digit sales growth.  At the same time, monoclonal antibodies (a specific class of therapeutic proteins) posted sales of US $14.5 billion in 2005, and it is predicted that by 2008 they will account for 32% of all biotech revenue (The Future of Monoclonal Antibody Therapeutics, Business Insights, 2006).  With a considerable portion of the therapeutic protein sector having recently lost patent protection, or being set to lose it by 2010, there is a major opportunity in the technology transfer of therapeutic proteins throughout the world.  Viropros goals and objectives are as follows:  · To develop and out-license manufacturing processes for biogenerics already in the public domain for various biopharmaceuticals; · To develop new biopharmaceutical products with various partners (conditional to total development cost coverage); · Short term goals are to obtain recurring revenue  this will be achieved shortly with the implementation of the first contract in 2007; · Growing to 15 product- contracts within 5 years;  Viropro is focused on the development and transfer of in licensing leading technological processes for the manufacturing of high quality biopharmaceuticals. The business strategy being developed since inception is to target emerging, un-served markets with high potential development by transferring technologies and know-how to pharmaceutical partners in various local markets worldwide. The main markets that Viropro has focused on are South America, Northern Africa, and Asia (mainly India).  Administrative overhead  The Company plans to maintain low administrative and overhead costs that will ensure the funds are available for the development activities and accordingly create the maximum value for its shareholders. Research and Development work will be subcontracted to BRI, to university laboratories for experimental studies or to specialized companies for GMP manufacturing, toxicology and clinical studies. Selecting the appropriate partnering organizations for the required expertise will minimize capital expenditures, generate results quickly and assure a high degree of confidence in results.


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Development  All the research and development procedures, from the build-up of biological systems to the industrial production on a large-scale, are done in close collaboration with key partners with whom Viropro has established strategic alliances:  1. Immuno Japan Institute (IJI) is specialized in the production of various monoclonal antibodies, immuno-diagnostic reagents and high yield producing biological systems. IJI possesses a very unique technological platform of bio-products for which Viropro has obtained the exclusive licensing rights. Through its scientific expertise and support, IJI provides Viropro with mammalian expression systems for the high yield production of therapeutic proteins.  2. The second alliance was formed with the Biotechnology Research Institute of the National Research Council Canada (NRC-BRI located in Montreal, Canada). This alliance gives Viropro access to expertise as well as state-of-the-art equipment and facilities for bio-process innovation and purification process development as well as the scalability of bioprocesses under industrial scale conditions.  3. Viropro is also in close relationship with the Laboratory for Food and Veterinary Biotechnology (LFVB) of the University of Montreal that can offer a wide range of technical capabilities to adapt Viropros technologies to reliable large scale GMP manufacturing. This will enable Viropro to meet high quality international standards and carry out all necessary clinical trials required for regulatory approval of safe and active bio-products.  4. In April 2007, Viropro and Invitrogen entered into an R&D collaborative agreement in which Invitrogen is testing and helping to develop innovative production technologies.  5. Other negotiations are ongoing with North American companies specialized in providing clients and partners with industrially adapted biological material as well as offering high level services for the optimization of specific steps in the development of bioprocesses.  Viropro believes that market share for locally implemented companies will grow considerably. Viropro has determined a list of products capable of generating short to medium-term profits. These products are well proven in developed markets but are not yet manufactured at large scale in the emerging markets, where there is an important and growing demand.  IJI granted Viropro exclusive licensing rights to use mammalian expression systems for the industrial production of three bio-therapeutic products, Interferon alpha, Interferon beta and G-CSF, used for the treatment of human diseases. Viropro is also negotiating sub-licensing rights with other biotech companies in order to transfer the manufacturing of other bio-products such as erythropoietin (current international sales above $8 Billion). These products represent a great opportunity for the Company to gain share in the quickly growing biopharmaceutical market. Viropro targets two different markets to generate a long-term recurrent revenues stream: (i) Brazil and Latin America and (ii) North Africa and the Middle East.  Competition.  Viropros management team has chosen to actively intervene in the biotechnology emergent sector by entering into the market not serviced by the large multinational pharmaceutical companies. The Company searches for partners in countries where it has identified a market potential. This gives the Company the opportunity to assure an active presence in the target countries and to have a thorough knowledge of these markets, namely customers, suppliers, investors and regulatory government agencies.  Viropros international business strategy targets the niche market in Latin American, African and Asian countries offering local companies solutions such as technology transfers.  These integrated solutions range from R&D to development procedures, through manufacturing and certification to enable manufacturing of several recombinant proteins.  Results of Operations  Three Months Ended February 29, 2008 and February 28, 2007  Revenues and Operating Loss  During the three-month periods ended February 29, 2008 and 2007, the Company had no operating revenues and thus there was no gross profit for either period. This resulted in the Company incurring net operating losses of $374,286 compared to a net loss of $754,861 in the same period of the prior year. The major portion of this favorable variance is attributable to decrease in consulting fees-non-cash stock compensation due to a cost-cutting program implemented earlier this year.  Basic loss per share was $0.01 in 2008 as compared to $0.03 in the corresponding period in 2007.  Operating Expenses  During the three month period ended February 29, 2008, expenses were $286,857 for selling, general, and administrative, as compared to $624,709 of selling, general and administrative expenses for the same period of the prior year.  Non-cash expenses for the three months ended February 29, 2008 of $69,861 were incurred for consulting fees as compared to $190,812 for the same period of the prior year.  Material Changes In Financial Condition, Longevity And Capital Resources  As at February 29, 2008, the Company had $3,735 in cash.  In March, the Company closed a first installment of $420,000 out of a planned $2,000,000 financing. This financing calls for the issuance of a 10% secured convertible debenture at a price of 0.03$ per share. Although the Company has received interest exceeding the amount of the planned offering, funds on hand are inadequate to fully implement the Companys plans over the next 12 months.  Plan of Operations  As indicated above, the Company will focus on the development and transfer of in licensing leading technological processes for the manufacturing of high quality biopharmaceutical products. The business strategy being developed since 2005 is to target emerging, un-served markets with high potential for the Companys chosen product line by transferring technologies and know-how to pharmaceutical partners in various local markets worldwide. The markets that Viropro has chosen to focus on are South America (mainly Brazil), Northern Africa, and Asia (mainly India).  Viropro has developed 2 main lines of therapeutic proteins:  - Cytokines that no longer have exclusive patent protection such as interferons alpha, G-CSF, erythropoietin (EPO) and interleukins used in various clinical indications (cancers, multiple sclerosis, hepatitis, chronic renal failure). - Monoclonal antibodies such as anti-cd20  As indicated earlier, all the research and development procedures are to be done in collaboration with the partners that Viropro has established its strategic alliances. The next 12 months priority will be given to the further development of these alliances, establishing the optimal product line, methods of manufacturing, distribution, and signing joint venture partnerships in the targeted markets.  Negotiations with several prominent firms in Brazil and Tunisia are fairly advanced.  The Company has signed two agreements or contracts.  The first contract, signed with a Tunisian company known as Biochallenge, is in accordance with our model built on recurring sales revenues and short and long term profitability.  This agreement would bring Viropro its first revenues, based on specific objectives consisting of fixed licensing fees, development milestones, technology transfer and royalties varying from 5% to 10% of net sales depending on the total volume. This contract failed to materialize, however, as Biochallenge was unable to raise sufficient financing.  The second agreement (MOU) was signed on April 26, 2007 with Intas Biopharmaceuticals Ltd. (IBPL) for the production of an undisclosed high value therapeutic product.  IBPL will pay Viropro a licensing fee for the development and technological transfer of the manufacturing process and Viropro will receive royalties based on net sales.  On September 21, 2007, the Final Collaborative Research, Development and Licence Agreement related to the abovementioned INTAS MoU has been signed.  It is a 10 year agreement along with a consultancy contract with IBPL which will provide Viropro with product development and licensing revenues of US$ 2.14 million over the next 2 years.  This agreement will bring multiple sub-licensing agreements around the world, generating licensing fees and royalties which could represent up to approximately US$ 100 million in revenues for Viropro over the 10 year term of this agreement.  Item 3. Evaluation of Disclosure Controls and Procedures  As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and VP Corporate Affairs, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act. Based on this evaluation, the Chief Executive Officer and VP Corporate Affairs concluded that there were deficiencies in the Company's disclosure controls and procedures.  Our management team is diligently developing and implementing disclosure controls and procedures to ensure that such information required for disclosure is recorded, processed, summarized and reported timely and accurately.  Notwithstanding the above-mentioned weaknesses, we believe that the consolidated financial statements included in this report fairly present our consolidated financial position.  Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting are or will be capable of preventing or detecting all errors and all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by managements override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Other than as described above, there was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  Changes in Internal Control  There have been no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.


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PART II - OTHER  INFORMATION  Item  1.  Legal Proceedings.  On June 16, 2006, the Company became involved in a legal dispute in which a shareholder, holding 177,500 shares, claimed the Company was purposefully not removing his trading restrictions.  The Company has appeared and answered the allegations of the lawsuit, denies liability, and has vigorously defended itself. Viropro was ultimately unsuccessful and $14,250 in damages and attorneys fees is payable as of February 29, 2008.  In addition, the Company has asserted a counter-claim seeking the return and cancellation of 6,800,000 million improperly issued shares of Viropro.  The majority of these shares are owned or controlled by the previous managers of Viropro. On June 5, 2007, the Company was awarded a judgment for the cancellation and return of 4.5 million shares. Late in 2007, a retraction of judgment was issued for which management has only recently been advised. Management is at this time considering the alternatives.  There is pending litigation concerning Viropro Pharma Inc., a wholly owned subsidiary of Viropro Inc., where a consultant is claiming $34,563 CDN.  Viropro Pharma Inc. vigorously contests the claim; however, does agree that $5,000 CDN is owed.  This claim was dismissed on May 25, 2007 as the plaintiff chose not to pursue the case.  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  Item  6.  Exhibits  Exhibits.  Exhibit 10.1  Convertible debenture of Viropro Inc. issued to First Royalties Inc.  Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a), Beausoleil  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 , Beausoleil


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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/ Serge Beausoleil _____________________________________________ Serge Beausoleil, President & CEO  Dated:  April 17, 2008


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