UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended:  December
31, 2008  or  [ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
                 to  Commission file number 000-49655 LIPIDVIRO TECH, INC. (Exact Name of registrant as specified
 in its Charter)  Nevada
87-0678927(State or
other Jurisdiction of Incorporation or organization)
(I.R.S. Employer Identification
No.)  1338 S. Foothill Drive, #126 Salt Lake City, Utah 84108 (Address of Principal Executive
Offices)  (801) 583-9900 (Registrants Telephone Number, including
area code)  Securities registered pursuant to Section
12(b) of the Act: None  Securities registered pursuant to Section
12(g) of the Act: Common Stock, par value $0.001  Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[  ] No [X]  Indicate by check mark if  the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes [  ]   No [X]  Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act 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 filing requirements for the past 90 days. (1) Yes [X] No [  ]
    (2) Yes [X] No [  ]  Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [  ]   1   Indicate by
check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company:  Large accelerated
filer       [   ]
Accelerated filed
                    
          [ 
 ]Non-accelerated
filer         [ 
 ]
Smaller reporting
company
              [X]  Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes [X] No [  ]  State the aggregate market value of the
voting and non-voting common stock held by non-affiliates computed by reference
to the price at which the common stock was last sold, or the average bid and
asked price of such common stock, as of the last business day of the
Registrant's most recently completed second fiscal quarter.  The market value of the voting and
non-voting common stock is $353.35, based on 353,353 shares held by
non-affiliates.  Due to the extremely limited trading market for the
Issuers common stock, these shares have been arbitrarily valued at par value of
one mill ($0.001) per share.  APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Indicate by check mark whether the Registrant has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities and Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.  Yes [  ]   No [
 ]  As of  February 19, 2009, the Issuer
had 1,305,344 shares of common stock outstanding.  Documents incorporated
by reference: See Item 15.  PART I  FORWARD LOOKING STATEMENTS  In this Annual Report, references to
Lipidviro Tech, Inc., Lipidviro, the Company, we, us, our and words
of similar import) refer to Lipidviro Tech, Inc., the Registrant.  This Annual Report contains certain
forward-looking statements and for this purpose any statements contained in this
Annual Report that are not statements of historical fact may be deemed to be
forward-looking statements.  Without limiting the foregoing, words such as
may, will, expect, believe, anticipate, estimate or continue or
comparable terminology are intended to identify forward-looking statements.
 These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within our control.  These factors
include but are not limited to economic conditions generally and in the markets
in which Lipidviro Tech, Inc. may participate, competition within Lipidviros
chosen industry, technological advances and failure by us to successfully
develop business relationships.  ITEM 1.  BUSINESS  Business Developments for the year ended December 31,
2008.  Disposition of the Technology.  On September 29, 2008,
LipidViro Tech, Inc., a Utah corporation (LipidViro Utah), which is a
wholly-owned subsidiary of LipidViro Tech, Inc., a Nevada corporation (the
Company), completed the transfer to AcquiSci, Inc., a New Jersey corporation,
of certain technology that comprised substantially all of LipidViro Utahs
assets and, by extension, substantially all of the Companys assets (the
Technology).  2    The Technology includes
12 patent applications, together with related documentation, prototypes,
know-how, trade secrets and technical data, all as discussed in detail in the
Companys Current Report on Form 8-K dated September 29, 2008, which was filed
with the Securities and Exchange Commission on October 1, 2008.  In
consideration of the Technology, AcquiSci delivered to LipidViro Utah:  (a) the
sum of $1.00;  (b) executed releases of all claims against the Company and LipidViro
Utah by Joseph Latino; Geribald Investments, LLC; Linda Sharkus; AcquiSci, Inc.;
and Acquis Associates;  (c) (i)
616,000 shares of the Companys common stock; (ii) a Class A Warrant to purchase
560,000 shares of the Companys common stock at a price of $0.71 per share,
exercisable through June 30, 2008; and (iii) a Class B Warrant to purchase
560,000 shares of the Companys common stock at a price of $1.43 per share,
exercisable through June 30, 2008, all of which were owned by Mr. Latino and/or
Geribald Investments; and  (d) (i)
295,793 shares of the Companys common stock; and (ii) a Class A Warrant to
purchase 70,000 shares of the Companys common stock at a price of $0.71 per
share, exercisable through June 30, 2008, all of which were held by Ms. Sharkus
and/or Acquis Associates.  B. Disposition of LipidViro Utah.  On September 30, 2008,
following the completion of the Technology disposition, the Company executed a
Bill of Sale by which it assigned to Benedente Holdings, LLC, a Wyoming limited
liability company, 9,843,750 shares of common stock of LipidViro Utah (the
Shares), which Shares constituted all of the issued and outstanding shares of
LipidViro Utah common stock.  Benedente is controlled by Steven Keyser, who
is a director of the Company.  For more information regarding the
disposition of technology or the disposition of LipidViro Utah, see our 8-K
Current Report dated September 29, 2008.  Our plan of operation
for the next 12 months is to: (i) consider guidelines of industries in which we
may have an interest; (ii) adopt a business plan regarding engaging in the
business of any selected industry; and (iii) to commence such operations through
funding and/or the acquisition of a going concern engaged in any industry
selected.  During the next 12
months, our only foreseeable cash requirements will relate to the payment of our
Securities and Exchange Commission and Exchange Act reporting filing expenses,
including associated legal and accounting fees; costs incident to reviewing or
investigating any potential business venture; and maintaining our good standing
as a corporation in our state of organization.  We anticipate that these
funds will be provided to us in the form of loans from Jenson Services.
 There are no written agreements requiring Jenson Services to provide these
cash resources; and to the extent funds are provided, such funds will bear
interest of 8% and will be due on demand.  As of the date of
this Annual Report, we have not actively begun to seek any business or
acquisition candidate.  Description of Business  We are currently seeking potential assets,
property or businesses to acquire. Our plan of operation for the next 12 months
is to: (i) consider guidelines of industries in which we may have an interest;
(ii) adopt a business plan regarding engaging in the business of any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a going concern engaged in any industry selected.  We are
unable to predict the time as to when and if we may actually participate in any
specific business endeavor, and will be unable to do so until we determine any
particular industry in which we may engage in business operations.  We are not currently engaged in any
substantive business activity except the search for potential assets, property
or businesses to acquire, and we have no current plans to engage in any other
activity in the foreseeable future unless and until we complete any such
acquisition.  In our present form, we are deemed to be a shell company
seeking to acquire or merge with a business or company.  We do not intend
to restrict our search for business opportunities to  3   any particular
business or industry, and the areas in which we will seek out business
opportunities or acquisitions, reorganizations or mergers may include all lawful
businesses.  We recognize that the number of suitable potential business
ventures that may be available to us may be extremely limited, and may be
restricted as to acquisitions, reorganizations and mergers with businesses or
entities that desire to avoid what such entities may deem to be the adverse
factors related to an initial public offering (IPO) as a method of going
public.  The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an underwriter
who is willing to publicly offer and sell securities on behalf of the particular
issuer, the lack of or the inability to obtain the required financial statements
for such an undertaking, state limitations on the amount of dilution to public
investors in comparison to the shareholders of any such entities, along with
other conditions or requirements imposed by various federal and state securities
laws, rules and regulations and federal and state agencies that implement
them.  Amendments to Form 8-K by the SEC
 regarding shell companies and transactions with shell companies that
require the filing of all information about an acquired company that would have
been required to have been filed had any such company filed a Form 10
Registration Statement with the SEC, along with required audited, interim and
proforma financial statements, within four business days of the closing of any
such transaction (Item 5.01(a)(8) of Form 8-K); and the recent amendments to
Rule 144 adopted by the SEC that were effective on February 15, 2008, that limit
the resale of most securities of shell companies until one year after the filing
of such information, may eliminate many of the perceived advantages of these
types of going public transactions.  These types of transactions are
customarily referred to as reverse reorganizations or mergers in which the
acquired companys shareholders become the controlling shareholders in the
acquiring company and the acquiring company becomes the successor to the
business operations of the acquired company.  Regulations governing shell
companies also deny the use of Form S-8 for the registration of securities and
limit the use of this Form to a reorganized shell company until the expiration
of 60 days from when any such entity is no longer considered to be a shell
company.  This prohibition could further restrict opportunities for us to
acquire companies that may already have stock option plans in place that cover
numerous employees.  In such instances, there may be no exemption from
registration for the issuance of securities in any business combination to these
employees, thereby necessitating the filing of a registration statement with the
SEC to complete any such reorganization, and incurring the time and expenses
that are normally avoided by reverse reorganizations or mergers.  Recent amendments to Rule 144, adopted by
the SEC and effective on February 15, 2008, codify the SECs prior position
limiting the tradeability of certain securities of shell companies, including
those issued by us in any acquisition, reorganization or merger, and further
limit the tradeability of additional securities of shell companies; these
proposals will further restrict the availability of opportunities for us to
acquire any business or enterprise that desire to utilize us as a means of going
public.  Any of these types of transactions,
regardless of the particular prospect, would require us to issue a substantial
number of shares of our common stock that could amount to as much as 95% of our
outstanding voting securities following the completion of any such transaction;
accordingly, investments in any such private enterprise, if available, would be
much more favorable than any investment in us.  Management intends to consider a number of
factors prior to making any decision as to whether to participate in any
specific business endeavor, none of which may be determinative or provide any
assurance of success.  These may include, but will not be limited to, as
applicable, an analysis of the quality of the particular business or entitys
management and personnel; the anticipated acceptability of any new products or
marketing concepts that any such business or company may have; the merits of any
such business or companys technological changes; the present financial
condition, projected growth potential and available technical, financial and
managerial resources of any such business or company; working capital, history
of operations and future prospects; the nature of present and expected
competition; the quality and experience of any such business or companys
management services and the depth of management; the business or the companys
potential for further research, development or exploration; risk factors
specifically related to the business or companys operations; the potential for
growth, expansion and profit of the business or  company; the perceived
public recognition or acceptance of the companys or the business products,
services, trademarks and name identification; and numerous other factors which
are difficult, if not impossible, to properly or accurately quantify or analyze,
let alone describe or identify, without referring to specific objective criteria
of an identified business or company.   4   Regardless, the
results of operations of any specific entity may not necessarily be indicative
of what may occur in the future, by reason of changing market strategies, plant
or product expansion, changes in product emphasis, future management personnel
and changes in innumerable other factors.  Further, in the case of a new
business venture or one that is in a research and development mode, the risks
will be substantial, and there will be no objective criteria to examine the
effectiveness or the abilities of its management or its business objectives.
 Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such entity
will be unproven and cannot be predicted with any certainty.  Management will attempt to meet personally
with management and key personnel of any entity providing any potential business
opportunity afforded to us, visit and inspect material facilities, obtain
independent analysis or verification of information provided and gathered, check
references of management and key personnel and conduct other reasonably prudent
measures calculated to ensure a reasonably thorough review of any particular
business opportunity; however, due to time constraints of management, these
activities may be limited.  We are unable to predict the time as to
when and if we may actually participate in any specific business endeavor. We
anticipate that proposed business ventures will be made available to us through
personal contacts of directors, executive officers and principal shareholders,
professional advisors, broker dealers in securities, venture capital personnel
and others who may present unsolicited proposals.  In certain cases, we may
agree to pay a finders fee or to otherwise compensate the persons who submit a
potential business endeavor in which we eventually participate. Such persons may
include our directors, executive officers and beneficial owners of our
securities or their affiliates. In this event, such fees may become a factor in
negotiations regarding any potential venture and, accordingly, may present a
conflict of interest for such individuals.  Management does not presently
intend to acquire or merge with any business enterprise in which any member has
a prior ownership interest.  Our directors and executive officers have
not used any particular consultants, advisors or finders on a regular basis.  Although we currently have no plans to do
so, depending on the nature and extent of services rendered, we may compensate
members of management in the future for services that they may perform for us.
 Because we currently have extremely limited resources, and we are unlikely
to have any significant resources until we have determined a business or
enterprise to engage in or have completed a reorganization, merger or
acquisition, management expects that any such compensation would take the form
of an issuance of shares of our common stock to these persons; this would have
the effect of further diluting the holdings of our other shareholders.
 There are presently no preliminary agreements or understandings between us
and members of our management respecting such compensation.  Any shares
issued to members of our management would be required to be resold under an
effective registration statement filed with the SEC or 12 months after we file
the Form 10 information about the acquired company with the SEC as now required
by Form 8-K.  These provisions could further inhibit our ability to
complete the acquisition of any business or complete any merger or
reorganization with another entity, where finders or others who may be subject
to these resale limitations refuse to provide us with any introductions or to
close any such transactions unless they are paid requested fees in cash or
unless we agree to file a registration statement with the SEC that includes any
shares that are to be issued to them, at no cost to them.  These expenses
could limit potential acquisition candidates, especially those in need of cash
resources, and could affect the number of shares that our shareholders retain
following any such transaction, by reason of the increased expense.  Substantial fees are also often paid in
connection with the completion of all types of acquisitions, reorganizations or
mergers, ranging from a small amount to as much as $600,000 or more. These fees
are usually divided among promoters or founders or finders, after deduction of
legal, accounting and other related expenses, and it is not unusual for a
portion of these fees to be paid to members of management or to principal
shareholders as consideration for their agreement to retire a portion of their
shares of our common stock that are owned by them or to provide an
indemnification for all of our prior liabilities.  Management may actively
negotiate or otherwise consent to the purchase of all or any portion of their
shares of common stock as a condition to, or in connection with, a proposed
reorganization, merger or acquisition.  It is not anticipated that any such
opportunity will be afforded to other shareholders or that such other
shareholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction.  In the event that any such fees are
paid or shares are purchased, these requirements may become a factor in
negotiations regarding any potential acquisition or merger by us and,
accordingly, may also present a conflict of interest for such individuals. We
have no present arrangements or understandings respecting any of these types of
fees or opportunities.  Any of these types of fees that are paid in  5   shares of our
common stock will also be subject to the resale limitations embodied in the
recent amendments to Rule 144.  None of our directors, executive officers,
founders or their affiliates or associates are currently involved in any
negotiations with any representatives of the owners of any business or company
regarding the possibility of an acquisition, reorganization, merger or other
business combination with us.  Principal Products or Services and Their
Markets  None; not applicable.  Distribution Methods of the Products or
Services  None; not applicable.  Status of any Publicly Announced New
Product or Service  None; not applicable.  Competitive Business Conditions and
Smaller Reporting Company's Competitive Position in the Industry and Methods of
Competition  Management believes that there are
literally thousands of shell companies engaged in endeavors similar to those
engaged in by the Company; many of these companies have substantial current
assets and cash reserves. Competitors also include thousands of other
publicly-held companies whose business operations have proven unsuccessful, and
whose only viable business opportunity is that of providing a publicly-held
vehicle through which a private entity may have access to the public capital
markets via a reverse reorganization or merger.  There is no reasonable way
to predict our competitive position or that of any other entity in these
endeavors; however, we, having limited assets and no cash reserves, will no
doubt be at a competitive disadvantage in competing with entities that have
significant cash resources and have recent operating histories when compared
with the complete lack of any substantive operations by the Company.  Sources and Availability of Raw
Materials and Names of Principal Suppliers  None; not applicable.  Dependence on One or a Few Major
Customers  None; not applicable.  Patents, Trademarks, Licenses,
Franchises, Concessions, Royalty Agreements or Labor Contracts, including
Duration  None; not applicable.  Need for any Governmental Approval of
Principal Products or Services  Because we currently have no business
operations and produce no products nor provide any services, we are not
presently subject to any governmental regulation in this regard.  However,
in the event that we complete a reorganization, merger or acquisition
transaction with an entity that is engaged in business operations or provides
products or services, we will become subject to all governmental approval
requirements to which the reorganized, merged or acquired entity is subject or
may become subject.   6   Effect of
Existing or Probable Governmental Regulations on the Business  Smaller Reporting
Company  We are subject to the reporting
requirements of Section 13 of the Exchange Act, and we are subject to the
disclosure requirements of Regulation S-K of the SEC, as a smaller reporting
company.   That designation will relieve us of some of the
informational requirements of Regulation S-K.  Sarbanes/Oxley Act  We are also subject to the Sarbanes-Oxley
Act of 2002.  The Sarbanes/Oxley Act created a strong and independent
accounting oversight board to oversee the conduct of auditors of public
companies and strengthens auditor independence.  It also requires steps to
enhance the direct responsibility of senior members of management for financial
reporting and for the quality of financial disclosures made by public companies;
establishes clear statutory rules to limit, and to expose to public view,
possible conflicts of interest affecting securities analysts; creates guidelines
for audit committee members appointment, compensation and oversight of the work
of public companies auditors; management assessment of our internal controls;
auditor attestation to managements conclusions about internal controls
(anticipated to commence with the December 31, 2009, year end); prohibits
certain insider trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a
federal crime of securities fraud, among other provisions. Compliance with the
requirements of the Sarbanes/Oxley Act will substantially increase our legal and
accounting costs.  Securities Exchange Act of 1934, as
amended (the Exchange Act) Reporting Requirements  Section 14(a) of the Exchange Act requires
all companies with securities registered pursuant to Section 12(g) of the
Exchange Act to comply with the rules and regulations of the SEC regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to shareholders
of the Company at a special or annual meeting thereof or pursuant to a written
consent will require the Company to provide the Companys shareholders with the
information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the SEC at least 10 days prior
to the date that definitive copies of this information are forwarded to the
Companys shareholders.  We are required to file annual reports on
Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange
Commission on a regular basis, and are required to timely disclose certain
material events (e.g., changes in corporate control; acquisitions or
dispositions of a significant amount of assets other than in the ordinary course
of business; and bankruptcy) in a Current Report on Form 8-K.  Research and Development Costs During
the Last Two Fiscal Years  We did not spend any money on research and
development during the period from January 1, 2008, through December 31, 2008.
 We spent $262,864 during the year ended December 31, 2007, through
LipidViro Utah, our predecessor and wholly-owned subsidiary.  Cost and Effects of Compliance with
Environmental Laws  We do not believe that our current or
intended business operations are subject to any material environmental laws,
rules or regulations that would have an adverse material effect on our business
operations or financial condition or result in a material compliance cost;
however, we will become subject to all such governmental requirements to which
the reorganized, merged or acquired entity is subject or may become subject.  Number of Total Employees and Number of
Full Time Employees  None.   7   Reports to
Security Holders  Additional Information  You may read and copy any materials that we
file with the SEC at the SECs Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549.  You may also find all of the reports or
registration statements that we have filed electronically with the SEC at its
Internet site at www.sec.gov.
 Please call the SEC at 1-202-551-8090 for further information on this or
other Public Reference Rooms.  The Companys SEC Reports are also available
from commercial document retrieval services, such as Corporation Service
Company, whose telephone number is 1-800-222-2122.  ITEM 1A.  RISK FACTORS  Not required for smaller reporting companies.  ITEM 2:  PROPERTIES  We own no real estate and do not lease
office space for management and administrative functions.  All
administrative functions are conducted from home-based offices located in the
homes of our officers and employees.  We have not had a need to rent office
space and have no anticipated need to lease office space for administrative and
managerial functions. We expect to continue the practice of conducting all
administrative and managerial functions from the home-based offices of our
officers and employees during calendar year 2009.  There is no expense to
us for these home based offices other than incidental office supplies. At some
point, we may require additional office space requiring rental expense, but we
do not anticipate any such need during calendar year 2009.  ITEM 3:  LEGAL PROCEEDINGS  In February 2007, a vendor obtained a
$16,166 default judgment against Lipidviro Utah, for an unpaid invoice.
 The judgment provides for interest at an annual rate of 6.36%.  At
September 30, 2008, Lipidviro Utah owed $17,816 on the judgment and the amount
was included in the accounts payable eliminated through the disposition of
Lipidviro Utah.  ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  The Company has not submitted a matter to a
vote of our shareholders during the fourth quarter of our fiscal year ended
December 31, 2008.   PART II   ITEM 5:  MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES  Market Information  There is no established trading market
for our shares of common stock. Our common stock is quoted on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the NASD) under
the symbol LPVO; however, management does not expect any established trading
market to develop unless and until we have material operations.  In any
event, no assurance can be given that any market for our common stock will
develop or be maintained. If a public market ever develops in the future, the
sale of unregistered and restricted shares of common stock pursuant to Rule
144 of the Securities and Exchange Commission by members of management or others
may have a substantial adverse impact on any such market.  All of these
persons have satisfied the six-month holding period requirement of Rule 144.  Set forth below are the high and low
closing bid prices for our common stock for each quarter of 2008 and 2007. These
bid prices were obtained from Pink Sheets, LLC, formerly known as the National
Quotation Bureau, LLC,  8   All prices
listed herein reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions.  Period
High
LowJanuary 1, 2007 through March
31, 2007
$1.04
$0.36April 1, 2007 through June
30, 2007
$1.05
$0.25July 1, 2007 through
September 30, 2007
$0.25
$0.03October 1, 2007 through
December 31, 2007
$0.14
$0.01January 1, 2008 through March
31, 2008
$0.35
$0.21April 1, 2008 through June
30, 2008
$0.70
$0.154July 1, 2008 through
September 30, 2008
$0.10
$0.06October 1, 2008 through
December 31, 2008
$0.11
$0.10  All quotes have been adjusted for the 14
for 1 reverse split of our issued and outstanding shares of common stock on
September 5, 2008.  Holders  The Company currently has 1,644
shareholders, not including an indeterminate number who may hold shares in
street name.  Dividends  We have not declared any cash dividends
with respect to our common stock and do not intend to declare dividends in the
foreseeable future. There are no material restrictions limiting, or that are
likely to limit, our ability to pay dividends on our common stock.  Securities Authorized for Issuance Under Equity
Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holdersEquity compensation plans not approved by security
holders
750,000
$0.01
750,000  9    Total
750,000
$0.01
750,000  In March, 2003, our Board of Directors
approved and adopted the 2003 Stock Option/Stock Issuance Plan with a maximum
of 750,000 shares of common stock (adjusted to take into account the 14 for one
reverse split of our outstanding common stock on September 5, 2008) reserved for
issuance under the Plan.  The Plan provides for both the direct award of
shares and for the grant of options to purchase shares. The Board of Directors
has authorized options to purchase 250,000 post-split common shares to be
granted at a purchase price of $0.01 per share, but to date our Company has not
granted any options to its employees, officers or directors. Under the Plan, the
Board of Directors shall determine which eligible persons are to receive
Incentive Options, Non-Statutory grants or stock issuances.  Our Board of
Directors also sets the exercise price for options granted.  The option
terms are not to exceed 10 years from the option grant date.  At December
31, 2008, total awards available to be granted from the Plan amounted to
750,000.  Recent Sales of Unregistered Securities; Use of
Proceeds from Registered Securities  None; not applicable.  Rule 144  The following is a summary of the current requirements of
Rule 144:  Affiliate or Person Selling on Behalf
of an Affiliate
Non-Affiliate (and has not been an
Affiliate During the Prior Three Months)Restricted Securities of Reporting Issuers
During six-month holding period  no resales
under Rule 144 Permitted.

After six-month holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During six- month holding period  no
resales under Rule 144 permitted.

After six-month holding period but before one
year  unlimited public resales under Rule 144 except that the current
public information requirement still applies.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.Restricted Securities of Non-Reporting
Issuers
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.  Shell Companies  The following is an excerpt from Rule
144(i) regarding resales of securities of shell companies:  (i)  Unavailability to securities
of issuers with no or nominal operations and no or nominal non-cash
assets.  (1) This section is not
available for the resale of securities initially issued by an issuer defined
below:  10    (i) An issuer, other than a business
combination related shell company, as defined in §230.405, or an asset-backed
issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this
chapter), that has:  (A) No or nominal
operations; and  (B) Either :  (1)   No or
nominal assets; (2)   Assets
consisting solely of cash and cash equivalents; or (3)   Assets
consisting of any amount of cash and cash equivalents and nominal other assets;
or  (ii) An issuer that has been
at any time previously an issuer described in paragraph (i)(1)(i).  (2) Notwithstanding
paragraph (i)(1), if the issuer of the securities previously had been an issuer
described in paragraph (i)(1)(i) but has ceased to be an issuer described in
paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or
15(d) of the Exchange Act; has filed all reports and other materials required to
be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that the issue was required to
file such reports and materials), other than Form 8-K reports (§249.308 of this
chapter); and has filed current Form 10 information with the Commission
reflecting its status as an entity that is no longer an issuer described in
paragraph (i)(1)(i), then those securities may be sold subject to the
requirements of this section after one year has elapsed from the date that the
issuer filed Form 10 information with the Commission.  (3) The term Form 10
information means the information that is required by Form 10 or Form 20-F
(§249.220f of this chapter), as applicable to the issuer of the securities, to
register under the Exchange Act each class of securities being sold under this
rule.  The issuer may provide the Form 10 information in any filing of the
issuer with the Commission.  The Form 10 information is deemed filed when
the initial filing is made with the Commission.  Securities of a shell company cannot be
publicly sold under Rule 144 in the absence of compliance with this
subparagraph, though the SEC has implied that these restrictions would not be
enforced respecting securities issued by a shell company while it was not
determined to be a shell company.  Section 4(1) of the
Securities Act  Since the Company is a shell company as
defined in subparagraph (i) of Rule 144, its shares of common stock cannot be
publicly resold under Rule 144 until the Company complies with the requirements
outlined above under the heading Shell Companies.  Until those
requirements have been satisfied, any resales of its shares of common stock must
be made in compliance with the provisions of the exemption from registration
under the Securities Act provided in Section 4(1) thereof, applicable to persons
other than an issuer, underwriter or a dealer.  That will require that
such shares of common stock be sold in routine trading transactions, which
would include compliance with substantially all of the requirements of Rule 144,
regardless of its availability; and such resales may be limited to the Companys
non-affiliates.  It is the position of the SEC that the Section 4(1)
exemption is not available for the resale of any securities of an issuer that is
or was a shell company, by directors, executive officers, promoters or founders
or their transferees.  See NASD Regulation, Inc., CCH Federal
Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the
so-called Worm-Wulff Letter.  Use of Proceeds of Registered Securities  There were no proceeds received during the
calendar year ended December 31, 2008, from the sale of registered securities.   11   Purchases of
Equity Securities by Us and Affiliated Purchasers  ISSUER PURCHASES OF EQUITY SECURITIES  Period
(a) Total Number of Shares (or Units)
Purchased
(b) Average Price Paid per Share (or Unit)
(c) Total Number of Shares (or Units) Purchased as
Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) of
Shares (or Units) that may yet be Purchased Under the Plans or
ProgramsMonth #1 October 1, 2008 through October 31,
2008
NoneMonth #2 November 1, 2008 through November 30,
2008
NoneMonth #3 December 1, 2008 through December 31,
2008
NoneTotal   ITEM 6:  SELECTED FINANCIAL DATA  Not required for smaller reporting
companies.  ITEM 7:  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION  When used in this Annual Report, the words
may, will, expect, anticipate, continue, estimate, project,
intend, and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities Act and Section
21e of the Exchange Act regarding events, conditions, and financial trends that
may affect Lipidviros future plans of operations, business strategy, operating
results, and financial position. Persons reviewing this Annual Report are
cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties and that actual results
may differ materially from those included within the forward-looking statements
as a result of various factors.  Such factors are discussed further below
under Trends and Uncertainties, and also include general economic factors and
conditions that may directly or indirectly impact our financial condition or
results of operations.  Plan of Operation  Our Companys plan of operation for the
next 12 months is to: (i) consider guidelines of industries in which our Company
may have an interest; (ii) adopt a business plan regarding engaging in the
business of any selected industry; and (iii) to commence such operations through
funding and/or the acquisition of a going concern engaged in any industry
selected.  During the next 12 months, our Companys
only foreseeable cash requirements will relate to maintaining our Company in
good standing or the payment of expenses associated with legal fees, accounting
fees and reviewing or investigating any potential business venture, which may be
advanced by management or principal stockholders as loans to our Company.
Because we have not determined any business or industry in which our operations
will be commenced, and we have not identified any prospective venture as of the
date of this Annual Report, it is impossible to predict the amount of any such
loan. Any such loan will be on terms no less favorable to our Company than would
be available from a commercial lender in an arms length transaction. No advance
or loan from any affiliate will be required to be repaid as a condition to any
agreement with future acquisition partners.  12    When and if a business will commence or an
acquisition made is presently unknown and will depend upon various factors,
including but not limited to funding and its availability and if and when any
potential acquisition may become available to the Company at terms acceptable to
the Company.  The estimated costs associated with reviewing and verifying
information about a potential business venture would be mainly for due diligence
and the legal process and could cost between $5,000 and $25,000.  These
funds will either be required to be loaned by management or raised in private
offerings; the Company cannot assure you that it can raise funds, if needed.  Liquidity and Capital Resources  We have no current cash resources.  During the next 12 months, our only
foreseeable cash requirements will relate to the payment of our Securities and
Exchange Commission and Exchange Act reporting filing expenses, including
associated legal and accounting fees; costs incident to reviewing or
investigating any potential business venture; and maintaining our good standing
as a corporation in the State of Nevada.  We do not have any cash reserves
to pay for our administrative expenses for the next 12 months.  In the
event that additional funding is required in order to keep us in good standing,
we may attempt to raise such funding through loans or through additional sales
of our common stock.  Results of Operations  During the years ended December 31, 2008, and 2007, we
had losses from continuing operations of $165,752 and $958,383 and income and
loss from discontinued operations of $134,920 and ($267,041) for a net loss of
$30,832 and $1,225,424, respectively  Off-Balance Sheet Arrangements  We had no off-balance sheet arrangements
for the year ended December 31, 2008.  ITEM 7A:  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK  Not required for smaller reporting
companies.    13   ITEM 8:  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA   LIPIDVIRO TECH, INC. (A Development Stage Company)  DECEMBER 31, 2008 AND 2007 FINANCIAL
STATEMENTS   TABLE OF CONTENTS   PAGE  Report of Independent Registered Public Accounting
Firm                                                                              15  Balance Sheets, December 31, 2008 and 2007 (Consolidated)
                                                                   
       16  Consolidated Statements of Operations, For the Years
Ended December 31, 2008 and 2007 and For the Period From Inception On May 6, 2003 Through
December 31, 2008
                                                 17  Consolidated Statement of Stockholders Equity, For the
Period From Inception On May 6, 2003 Through December 31, 2008
                                                                                                                             
18-25  Consolidated Statements of Cash Flows, For the Years
Ended December 31, 2008 and 2007 and For the Period From Inception On May 6, 2003 Through
December 31,
2008                                            26-27  Notes to the Financial Statements
                                                                                                                  
28-37   14          REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM    Board of Directors LipidViro Tech, Inc. Salt Lake City, Utah  We have audited the
accompanying balance sheets of LipidViro Tech, Inc. and Subsidiary [a
development stage company] as of December 31, 2008 and 2007 and the related
statements of operations, stockholders' equity (deficit) and cash flows for each
of the years in the two-year period ended December 31, 2008 and for the period
from inception on May 6, 2003 through December 31, 2008. LipidViro Tech, Inc.
and Subsidiarys management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).
 Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.  Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of LipidViro Tech, Inc. and Subsidiary as of December 31,
2008 and 2007 and the results of its operations and its cash flows for each of
the years in the two-year period ended December 31, 2008 and for the period from
inception on May 6, 2003 through December 31, 2008, in conformity with
accounting principles generally accepted in the United States of America.  The accompanying
financial statements have been prepared assuming LipidViro Tech, Inc. will
continue as a going concern. As discussed in Note 2 to the financial statements,
LipidViro Tech, Inc. has incurred losses since its inception and has not yet
established profitable operations.  These factors raise substantial doubt
about the ability of the Company to continue as a going concern.
 Managements plans in regards to these matters are also described in Note
2.  The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.    PRITCHETT, SILER & HARDY,
P.C.  Salt Lake City, Utah March 30, 2009   15   LIPIDVIRO TECH,
INC. (A Development Stage Company) BALANCE SHEETS  ASSETS December 31,
2008

December 31, 2007CURRENT ASSETS:




(Consolidated)Cash
$
-

$
46Total
Current Assets

-


46PROPERTY AND EQUIPMENT, net

-


747OTHER ASSETS:Definite-life intangible
assets

-


34,637Goodwill

-


290,317TOTAL
ASSETS
$
-

$
325,747LIABILITIES AND STOCKHOLDERS EQUITY
(DEFICIT)CURRENT LIABILITIES:Accounts
payable
$
41,540

$
275,364Accounts payable
subject to indemnification

178,112


-Related party
loans

49,513


686,124Total
Current Liabilities

269,165


961,488LONG-TERM LIABILITIES:Related party accrued
interest

-


67,562Related party note
payable

-


600,000Total
Liabilities

269,165


1,629,050STOCKHOLDERS EQUITY (DEFICIT):Common Stock, $.001 par value,
150,000,000 shares authorized,
1,305,344 and
1,305,334 shares issued and outstanding, respectively

1,305


1,305Capital in excess of par value

4,852,612


3,787,642Deficit accumulated during the
development stage

(5,123,082)


(5,092,250)Total
Stockholders Equity (Deficit)

(269,165)


(1,303,303)TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
-

$
325,747  The accompanying notes are an integral part
of these financial statements.  16   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS  For the Year Ended
December 31,

For the Period From Inception On May
6, 2003 through December 31,2008

2007

2008REVENUE
$
-
$
-
$
-OPERATING EXPENSES:Consulting

608

411,707

564,269Employee compensation

13,437

161,242

322,598Professional fees

104,418

40,045

361,342Other general and administrative

59

70,871

101,282Total Operating
Expenses

118,522

683,865

1,349,491OPERATING LOSS

(118,522)

(683,865)

(1,349,491)OTHER EXPENSE:Related party interest expense

(47,230)

(274,518)

(1,566,012)LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES

(165,752)

(958,383)

(2,915,503)PROVISION FOR INCOME TAXES

-

-

-LOSS FROM CONTINUING OPERATIONS

(165,752)

(958,383)

(2,915,503)DISCONTINUED OPERATIONS:Income (loss) from operations of
discontinued
research
business

134,920

(267,041)

(2,207,579)Income tax expense

-

-

-INCOME (LOSS) FROM DISCONTINUED OPERATIONS

134,920

(267,041)

(2,207,579)NET INCOME (LOSS)
$
(30,832)
$
(1,225,424)
$
(5,123,082)BASIC AND DILUTED INCOME (LOSS) PER SHARE:Continuing operations
$
(0.13)
$
(0.75)Discontinued Operations

0.11

(0.21)Net income (loss)
$
(0.02)
$
(0.96)WEIGHTED AVERAGE SHARES OUTSTANDING

1,303,770

1,280,689         The accompanying notes are an integral part
of these financial statements.  17   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008  Common Stock

Shares
         Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)BALANCE, May 6, 2003
-
$
-
$
-
$
-
$
-
$
-Issued 12,500 common stock shares for payment of
organization costs of $750, or approximately $0.06 per share, May
2003
12,500

12

738

-

-

750Issued 957,500 units, each consisting of one share
of common stock, one Class A warrant and one Class B warrant, for cash of
$95,960, or approximately $0.100219 per unit, May 2003
957,500

958

95,002

-

-

95,960Issued 3,937,500 common stock shares for $236,250
cash, or approximately $0.06 per share, June 2003
3,937,500

3,937

232,313

-

-

236,250Issued 1,875 common stock shares for services
valued at $113, or approximately $0.06 per share, June 2003
1,875

2

111

-

-

113Capital contribution
-

-

1,083

-

-

1,083Net loss for the period ended December 31,
2003
-

-

-

(146,798)

-

(146,798)BALANCE, December 31, 2003
4,909,375

4,909

329,247

(146,798)

-

187,358Issued 106,556 common stock shares to purchase
minority interest valued at $21,311, or $0.20 per share, January
2004
106,556

107

21,204

-

-

21,311  (Continued)   18   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares
         Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Capital contribution
-

-

10,368

-

-

10,368Net loss for the year ended December 31,
2004
-

-

-

(258,831)

-

(258,831)BALANCE, December 31, 2004
5,015,931

5,016

360,819

(405,629)

-

(39,794)Repurchased and cancelled 3,937,500 common stock
shares for $1 cash and a $600,000 note payable, or approximately
$0.1523812 per share, September 2005
(3,937,500)

(3,938)

(596,063)

-

-

(600,001)Capital contribution
-

-

23,655

-

-

23,655Net loss for the year ended December 31,
2005
-

-

-

(172,193)

-

(172,193)BALANCE, December 31, 2005
1,078,431

1,078

(211,589)

(577,822)

-

(788,333)Granted 7,500 Class A warrants for services valued
at $22,930, or approximately $3.0573 per warrant, with 5,000 warrants
subject to vesting through June 2006, January 2006
-

-

7,643

-

-

7,643Granted 65,000 Class A warrants for services valued
at $198,627, or $3.0558 per warrant, with 25,000 warrants subject to
vesting through January 2008, February 2006
-

-

122,232

-

-

122,232 (Continued)  19   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares
         Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Granted 40,000 Class B warrants for services valued
at $43,008, or $1.0752 per warrant, February 2006
-

-

43,008

-

-

43,008Issued 154,715 common stock shares for services
valued at $547,145 and debt extension valued at $1,000,000, or
approximately $10.00 per share, February through April 2006
154,715

155

1,546,990

-

-

1,547,145Extended exercise period for 72,500 Class A
warrants, which were previously granted for services, valued at $713,661,
or $9.8436 per warrant, with 22,917 and 2,500 warrants subject to vesting
through January 2008 and June 2006, respectively, April 2006
-

-

463,470

-

-

463,470Extended exercise period for 40,000 Class B
warrants, which were previously granted for services, valued at $347,792,
or $8.6948 per warrant, April 2006
-

-

347,792

-

-

347,792Granted 5,000 Class A warrants for services valued
at $49,218, or $9.8436 per warrant, subject to vesting through December
2006, April 2006
-

-

-

-

-

- (Continued)   20   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Issued 3,572 common stock shares for services
valued at $52,500, or approximately $14.6976 per share, subject to vesting
through August 2008, May 2006
3,572

4

(4)

-

-

-Granted 1,429 Class B warrants for services valued
at $13,714,or approximately $9.5969 per warrant, subject to vesting
through August 2008, May 2006
-

-

-

-

-

-Issued 1,786 common stock shares for services
valued at $42,500, or approximately $23.796 per share, June 2006
1,786

2

42,498

-

-

42,500Issued 3,572 common stock shares for services
valued at $99,500, or approximately $27.8555 per share, subject to vesting
through June 2008, June 2006
3,572

3

(3)

-

-

-Granted 1,429 Class B warrants for services valued
at $27,976,or approximately $19.577 per warrant, subject to vesting
through June 2008, June 2006
-

-

-

-

-

-Issued 3,572 common stock shares for services
valued at $62,500, or approximately $17.4972 per share, subject to vesting
through June 2008, July 2006
3,572

4

(4)

-

-

-  (Continued)   21   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares
        Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Granted 1,429 Class B warrants for services valued
at $15,616, or approximately $10.928 per warrant, subject to vesting
through June 2008, July 2006
-

-

-

-

-

-Issued 7,144 common stock shares for services
valued at $120,000, or approximately $16.7973 per share, with 3,572 and
3,572 shares subject to vesting through June 2008 and July 2008,
respectively, August 2006
7,144

7

(7)

-

-

-Granted 2,858 Class B warrants for services valued
at $29,918, or approximately $10.468 per warrant, with 1,429 and 1,429
warrants subject to vesting through June 2008 and July 2008, respectively,
August 2006
-

-

-

-

-

-Issued 3,752 common stock shares for services
valued at $22,400 and debt extension valued at $33,600, or approximately
$15.6774 per share, October and November 2006
3,572

4

55,996

-

-

56,000Issued 5,715 common stock shares with an initial
fair value of $89,600, or approximately $15.678 per share, to be
repurchased for $9,500 cash, November 2006
5,715

6

89,594

-

(9,500)

80,100  (Continued)    22   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares
         Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Issued 4.358 common stock shares for debt financing
valued at $30,502, or approximately $6.999 per share, November 2006
4,358

4

30,498

-

-

30,502Issued 156 common stock shares for services valued
at $2,309, or approximately $14.80 per share, December 2006
156

0

2,309

-

-

2,309Capital contributions
-

-

17,278

-

-

17,278Share-based payments vested during the year ended
December 31, 2006
-

-

313,202

-

-

313,202Net loss for the year ended December 31,
2006
-

-

-

(3,289,004)

-

(3,289,004)BALANCE, December 31, 2006
1,266,593

1,267

2,870,903

(3,866,826)

(9,500)

(1,004,156)Issued 1,880 common stock shares for services
valued at $27,886,or approximately $14.833 per share, January 2007
1,880

2

27,884

-

-

27,886Issued 17,858 common stock shares for services
valued at $280,000 or approximately $15.67925 per share, February
2007
17,858

18

279,982

-

-

280,000   23   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares
         Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Issued 126 common stock shares for services valued
at $1,499, or approximately $11.90 per share, February 2007
126

0

1,499

-

-

1,499Issued 3,114 common stock shares for debt financing
valued at $44,308 and services valued at $1,450 or approximately $14.6943
per share, March 2007
3,114

3

45,755

-

-

45,758Issued 9,500 common stock shares for debt financing
valued at $144,970, or $15.26 per share, April 2007
9,500

9

144,961

-

-

144,970Issued 131 common stock shares for services valued
at $1,826, or approximately $13.94 per share, April and May 2007
131

0

1,826

-

-

1,826Issued 89 common stock shares for services valued
at $498, or approximately $5.60 per share, June 2007
89

0

498

-

-

498Issued 6,043 common stock shares for debt financing
valued at $12,688, or approximately $2.099702 per share, July 2007
6,043

6

12,683

-

-

12,689   24   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
THROUGH DECEMBER 31, 2008 (CONTINUED) Common Stock

Shares
         Amount
Capital in Excess of Par Value
Deficit Accumulated During
the Development Stage
Obligation to Repurchase
Common Stock
Total Stockholders Equity
(Deficit)Capital contributions
-

-

29,546

-

-

29,546Share-based payments vested during the year ended
December 31, 2007
-

-

372,105

-

-

372,105Termination of obligation to repurchase stock
related to unsuccessful financing transaction
-

-

-

-

9,500

9,500Net loss for the year ended December 31,
2007
-

-

-

(1,225,424)

-

(1,225,424)BALANCE, December 31, 2007
1,305,334

1,305

3,787,642

(5,092,250)

-

(1,303,303)Rounding shares
10

0

(0)

-

-

-Capital contribution recognized in disposition of
LTU
-

-

937,747

-

-

937,747Capital contributions
-

-

1,480

-

-

1,480Share-based payments vested during the year ended
December 31, 2008
-

-

125,743

-

-

125,743Net loss for the year ended December 31,
2008
-

-

-

(30,832)

-

(30,832)BALANCE, December 31, 2008
1,305,344
$
1,305
$
4,852,612
$
(5,123,082)
$
-
$
(269,165)      The accompanying notes are an integral part
of these financial statements.  25   LIPIDVIRO TECH,
INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS  For the Year Ended
December 31,

For the Period From Inception On May
6, 2003 through December 31,2008

2007

2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
$
(30,832)
$
(1,225,424)
$
(5,123,082)Adjustments to reconcile net income (loss) to net
cash used by operating activities:Depreciation

465

735

3,393Expense costs related to unsuccessful
financing
Transaction

-

31,900

31,900Gain on settlement of debt

(250,082)

-

(250,082)Imputed interest expense

-

-

42,377Noncash expenses paid by a
shareholder

-

-

6,900Noncash expenses paid by issuance of
common stock

-

201,967

1,346,919Noncash services paid by issuance of
common stock

90,500

480,409

1,239,726Noncash services paid by grant of
warrants

35,243

204,855

1,460,695Net (increase) decrease in operating
assets:Retainer

-

10,000

-Net increase (decrease) in operating
liabilities:Accounts
payable

58,366

26,018

332,725Related party loans -
accrued interest

24,771

42,551

87,445Related party accrued
interest

22,458

30,000

90,020Net Cash Used by Operating
Activities

(49,111)

(196,989)

(731,064)CASH FLOWS FROM INVESTING ACTIVITIES:
Cash of LTU

(25)

-

(25)Payments for property and
equipment

-

-

(3,675)Payments for definite-life intangible
assets

-

(300)

(33,632)Payments for goodwill

-

-

(269,006)Net Cash Used by Investing
Activities

(25)

(300)

(306,338)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from related party
loans

47,610

173,753

679,759Payments on related party loans

-

(6,200)

(8,700)Proceeds from capital
contributions

1,480

29,546

34,133Proceeds from common stock
issuances

-

-

293,700Proceeds from sale of warrants

-

-

38,510  (Continued)   26    LIPIDVIRO TECH, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) For the Year Ended
December 31,

For the Period From Inception On May
6, 2003 through December 31,2008

2007

2008Net Cash Provided by Financing Activities

49,090

197,099

1,037,402NET INCREASE (DECREASE) IN CASH

(46)

(190)

-CASH AT BEGINNING OF PERIOD

46

236

-CASH AT END OF PERIOD
$
-
$
46
$
-SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:Interest
$
-
$
-
$
-Income Taxes
$
-
$
-
$
-SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
FINANCING ACTIVITIES:Liabilities settled by disposition of LTU with $25
in cash, $282 in net property and equipment, $290,317 in goodwill, and
$19,074 in accounts payable at the time of disposition
$
1,209,297
$
-
$
1,209,297Liabilities settled by transferring patents of
$34,637
$
284,719
$
-
$
284,719Change in obligation to repurchase stock related to
unsuccessful financing transaction
$
-
$
(9,500)
$
-Definite-life intangible asset fees accrued in
accounts payable
$
-
$
-
$
1,005Deferred financing costs paid  through
issuance of common stock
$
-
$
-
$
31,900Common stock repurchased through issuance of
$600,000 note payable and $1 paid by a shareholder
$
-
$
-
$
600,001Common stock issued to purchase  minority
interest
$
-
$
-
$
21,311   The accompanying notes are an integral part
of these financial statements.  27   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization - LipidViro Tech, Inc. (the Company) was
organized under the laws of the State of California on October 19, 1954 as
Anticline Uranium, Inc.  In October 2001, the Company changed its domicile
from California to Nevada by merging with and into a wholly-owned subsidiary
with the same name with the Nevada entity being the surviving entity.  In
January 2004, the Company changed its name to LipidViro Tech, Inc.
 Lipidviro Tech Inc. (LTU) was organized under the laws of the State of
Utah on May 6, 2003.  LTU conducted research in treating viral and
bacterial infections, but LTU did not generate any revenues through September
30, 2008.  On June 24, 2003, LTU acquired 95.9% of the outstanding
stock of the Company pursuant to a Share Purchase Agreement.  The agreement
called for LTU to pay $65,718 to former shareholders of the Company for
2,500,000 shares of the Companys common stock wherein the Company became a
95.9%-owned subsidiary of LTU.  The acquisition closed June 24, 2003 and
was accounted for as a purchase of the Company by LTU.  LTU recorded
goodwill of $269,006 as a result of the acquisition.  The financial
statements reflect the operations of the Company from June 24, 2003.  On January 14, 2004, the Company issued 4,909,375 shares
of its common stock for all 9,818,750 outstanding shares of LTUs common stock
wherein LTU became a wholly-owned subsidiary of the Company in a transaction
accounted for as a downstream merger.  Accordingly, the equity transactions
have given effect for the recapitalization of LTU and the financial statements
reflect the operations of LTU from its inception.  On September 30, 2008, the Company disposed of LTU
[See Note 5].  From June 24, 2003 through September 30, 2008, the
financial statements include the consolidated accounts of the Company and LTU.
 All intercompany transactions were eliminated in consolidation.  The Company has no significant operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards No. 7.  The Company has not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.  Use of Estimates  The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures.  Accordingly, actual results could differ
from those estimates.  Fair Value of Financial Instruments  It is not
practicable to estimate the fair value of related party loans because there is
no established market for these loans and it is inappropriate to estimate future
cash flows, which are largely dependent on the Company establishing or acquiring
operations at some future point.  No financial instruments are held for
trading purposes.  Cash and Cash Equivalents  The Company considers all
highly-liquid debt investments purchased with a maturity of three months or less
to be cash equivalents.  Property and Equipment  The Company records property and
equipment at cost and uses straight-line depreciation methods.
 Maintenance, repairs, and expenditures for renewals and betterments not
determined to extend the useful lives or to materially increase the productivity
of the assets are expensed as incurred.  Other renewals and betterments are
capitalized.  Intangible Assets  In accordance with Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets,"
the Company reviews its intangible assets for impairment at least annually.
 Using standard valuation techniques, the Company determined that there was
no impairment of its intangible assets during the years ended December 31, 2008
and 2007.   28   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[Continued]  Deferred Financing Costs  In conjunction with a planned
private placement offering, the Company incurred $31,900 in costs of preparing
documents for the planned offering.  The Company had planned to defer the
costs and offset them against the proceeds of the planned offering.  In
December 2007, the Company abandoned its planned offering and expensed the
costs.  Research and Development  The Company expenses research
and development costs as incurred.  Effects of Recapitalization and Stock Splits  For all
periods presented, the financial statements have given effect for the
recapitalization of LTU, for a 7-for-1 forward stock split that the Company
effected on April 18, 2006 and for a 1-for-14 reverse stock split that the
Company effected on September 5, 2008.  NOTE 2  GOING CONCERN  The Companys financial statements have been presented on
the basis that it is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
 At December 31, 2008, the Company had incurred losses since inception, had
no revenue-generating activities, had negative cash flows from operating
activities, and had current liabilities in excess of current assets.  These
factors create an uncertainty about the Companys ability to continue as a going
concern.  In this regard, management is proposing to raise any necessary
additional funds not provided by operations through loans or through additional
sales of common stock. There is no assurance that the Company will be successful
in raising this additional capital or in achieving profitable operations.
 The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  NOTE 3  SALE OF RESEARCH ASSETS  On January 3, 2008, for consideration of $100 the Company
granted a 60-day option to AcquiSci, Inc. (a New Jersey corporation) to purchase
the Companys research subject to the terms of a Purchase Agreement.  The
Purchase Agreement called for AcquiSci, Inc., its shareholders, and their
related entities to release the Company from debts totaling $284,719 in exchange
for all of the Companys research including LTUs pending patent applications.
 In January 2008, AcquiSci, Inc. exercised its option and the Purchase
Agreement closed on September 29, 2008.  This transaction effected a
discontinuation of the Companys research business [See Note 4].    29   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 4  DISCONTINUED OPERATIONS  On September 29, 2008, the Company discontinued its
research business by selling its research assets [See Note 3]. The
Company decided to discontinue its research business because it has not
generated any revenues, financing has not been available for clinical trials,
and the board of directors wants to prepare the Company to pursue other
opportunities.  Operations of the research business have been reclassified
in the statements of operations for all periods presented.  The following
is a summary of the results of operations of the discontinued research
business.  For the Years Ended
December 31,

For the Period From Inception on May
6, 2003 Through December 31, 20082008

2007Revenue
$
-

$
-

$
-General and administrative

(2,130)


(4,054)


(47,246)Research and development

(113,078)


(262,864)


(2,410,307)Gain on settlement of debt

250,082


-


250,082Interest income

-


-


23Foreign currency transaction gain (loss)

46


(123)


(131)Income taxes

-


-


-Net income (loss)
$
134,920

$
(267,041)

$
(2,207,579)  NOTE 5  RELATED PARTY TRANSACTIONS  Disposition of LTU  On September 30, 2008, the Company
transferred 100% of its ownership of LTU to Benedente Holdings, LLC
(Benedente) to settle debts totaling $1,209,297 [See below] in
accordance with an Option Agreement dated December 17, 2007 and amended January
23, 2008.  As part of the agreement, Benedente indemnified the Company
against the Companys accounts payable as of March 31, 2008 [See below].
 At the time of the transfer, LTUs assets and liabilities consisted of $25
in cash, $282 in net property and equipment, $290,317 in goodwill, and $19,074
in accounts payable.  Due to the related party nature of the $1,209,297 of
debts settled for net assets totaling $271,550, the Company recorded the gain as
a capital contribution.  The financial statements presented include the
operations of LTU from its inception on May 6, 2003 through September 30,
2008.  Accounts Payables Subject to Indemnification  As part of
an Option Agreement [See above], Benedente indemnified the Company
against the Companys accounts payable that existed on March 31, 2008.
 Further, Benedente agreed to negotiate settlements of those accounts
payable.  As of December 31, 2008, $178,112 of those accounts payable had
not yet been settled and have been classified in the December 31, 2008 balance
sheet as accounts payable subject to indemnification because the Company is
uncertain whether Benedente has the ability to pay or otherwise settle these
liabilities.  Related Party Loans  During the years ended December 31,
2008 and 2007, respectively, shareholders or entities controlled by them loaned
$47,610 and $173,753 to the Company, and the Company made cash repayments
totaling $0 and $6,200.  Before April 2006, related party loans bore no
interest and were due on demand; however, the Company imputed interest at 8% per
annum with an offsetting capital contribution.  In April 2006, the Company
issued 100,000 shares of common stock valued at $1,000,000, or $10.00 per share,
to extend the loans then outstanding.  The loans then started to bear
interest at 6% per annum.  In November 2006, the Company issued 4,358
shares of common stock valued at $30,502, or approximately $6.999 per share, to
entice additional shareholder loans.  In March 2007, the Company issued
3,015 shares of common stock valued at $44,308, or approximately $14.696 per
share, to entice additional shareholder loans.  In April 2007, the Company
issued a total of 9,500 shares of common stock valued at $144,970, or $15.26 per
share, to entice additional shareholder loans.  In July 2007, the Company
issued 6,043 shares of common stock valued at $12,689, or approximately
$2.099702 per share, to entice additional shareholder loans.  In September
2008, the Company settled loans totaling $189,715 through the transfer of
research assets [See Note 3] and the Company settled loans totaling
$519,277 through the disposition of LTU [See above].  In April 2008,
the Company started accruing interest at 8% per annum on related  30   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 5  RELATED PARTY TRANSACTIONS
[Continued]  party loans that previously bore no interest because the
amounts had been insignificant.  At December 31, 2008, the Company owed a
total of $49,513 to related parties, all of which accrues interest at 8% per
annum and is due on demand.  During the years ended December 31, 2008 and
2007, the Company accrued interest expense on related party loans totaling
$24,771 and $42,551, respectively.  Note Payable  In September 2005, the Company issued a 5%
$600,000 note payable to repurchase common stock. The note and accrued interest
were all due in September 2009.  The Company settled the note and accrued
interest of $90,020 through the disposition of LTU [See above].
 During the years ended December 31, 2008 and 2007, interest expense on the
note payable amounted to $22,458 and $30,000, respectively.  Stock Repurchase  In September 2005, the Company
repurchased and cancelled 3,937,500 shares of common stock for cash of $1, which
was paid by a shareholder, and a $600,000 note payable, or approximately
$0.1523812 per share.  Capital Contributions  During the years ended December
31, 2008 and 2007, respectively, shareholders of the Company contributed cash
and made payments on behalf of the Company totaling $1,480 and $29,546.  Consulting Agreement  In January 2007, the Company
signed a consulting agreement with a shareholder of the Company to assist with
recruiting a new chief executive officer.  The Company agreed to pay the
shareholders related expenses and to pay a fee of 25% of the first-year
compensation paid to the new chief executive officer.  The fee was expected
to be approximately $50,000 and the first half of this fee was paid in January
2007 through the issuance of 1,786 shares of common stock valued at $26,500, or
approximately $14.8376 per share.  Management Compensation  The Company has paid no cash
compensation to any officer or director of the Company.  However, in May
2003, the Company issued 12,500 shares of common stock to an officer of the
Company as payment of organization costs of $750, or $0.06 per share.  In
June 2003, the Company issued 1,875 shares of common stock to an officer of the
Company for services rendered valued at $113, or $0.06 per share.  In
February 2006, the Company granted 25,000 Class A warrants to an officer of the
Company for services valued at $76,395, or $3.0558 per warrant.  The
warrants vested as services were rendered through January 2008.  NOTE 6  PROPERTY AND EQUIPMENT  Estimated Useful Lives

December 31, 2008

December 31, 2007Office equipment
5 years

$
-

$
433Website
5 years


-


3,242-


3,675Less accumulated depreciation



-


(2,928)Net Property and Equipment


$
-

$
747  The Company disposed of its property and equipment in the
disposition of LTU.  Depreciation expense for the years ended December 31,
2008 and 2007 was $465 and $735, respectively.    31   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 7  DEFINITE-LIFE INTANGIBLE ASSETS  Estimated Useful Lives

December 31, 2008

December 31, 2007Pending patent applications
Not applicable

$
-

$
34,637-


34,637Less accumulated amortization



-


-Net Definite-life Intangible Assets


$
-

$
34,637  The Companys definite-life intangible assets consisted
only of pending patent applications.  Once a patent had been granted, the
Company would have amortized the related costs over the estimated useful life of
the patent.  If a patent application had been denied, then the costs would
have been expensed at that time.  The Company disposed of its definite-life
intangible assets in the disposition of LTU.  NOTE 8  GOODWILL  For the Years Ended
December 31,

For the Period From Inception
on May 6, 2003 Through December 31,
20082008

2007Goodwill at beginning of period
$
290,317

$
290,317

$
-Goodwill from the acquisition of 95.9% of the
Company

-


-


269,006Goodwill from the acquisition of the minority
interests in the Company

-


-


21,311Goodwill disposed in the disposition of LTU

(290,317)


-


(290,317)Goodwill at end of period
$
-

$
290,317

$
-  NOTE 9  OBLIGATION TO REPURCHASE COMMON STOCK  In November 2006, the Company issued 5,715 shares of
common stock with an initial fair value of $89,600, or approximately $15.678 per
share, to a law firm that was helping the Company prepare documents for a
planned private placement offering.  The Company agreed to repurchase these
shares for $9,500 cash using the proceeds from that planned offering.  On
the date of issuance, the Company recorded interest expense for the $80,100
difference between the initial fair value of the stock and the repurchase price.
 In December 2007, the Company abandoned its planned offering and the
Company no longer has an obligation to repurchase the 5,715 shares of common
stock.  NOTE 10  COMMON STOCK, OPTIONS, AND WARRANTS  Stock Splits  On September 5, 2008, the Company effected
a 1-for-14 reverse split of the Companys outstanding common stock.  On
April 18, 2006, the Company effected a 7-for-1 forward stock split of the
Companys outstanding common stock.  For all periods presented, the
financial statements have given effect for the stock splits.  Common Stock  In June 2007, the Company issued 89 shares
of common stock to consultants for services valued at $498, or approximately
$5.60 per share.  In April and May 2007, the Company issued a total of 131
shares of common stock to consultants for services valued at $1,826, or
approximately $13.94 per share.  In March 2007, the Company issued 99 shares of common
stock to consultants for services valued at $1,450, or approximately $14.65 per
share.   32   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 10  COMMON STOCK, OPTIONS, AND WARRANTS
[Continued]  In February 2007, the Company issued 126 shares of common
stock to consultants for services valued at $1,499, or approximately $11.90 per
share.  In February 2007, the Company issued 17,858 shares of
common stock to consultants for services valued at $280,000, or approximately
$15.67925 per share.  In January 2007, the Company issued 94 shares of common
stock to consultants for services valued at $1,386, or approximately $14.74 per
share.  In December 2006, the Company issued 156 shares of common
stock to consultants for services valued at $2,309, or approximately $14.80 per
share.  In October and November 2006, the Company issued 3,572
shares of common stock to professionals for services valued at $22,400 and debt
extension valued at $33,600, or approximately $15.6774 per share.  In August 2006, the Company issued 7,144 shares of common
stock to consultants for services valued at $120,000, or approximately $16.7973
per share.  The shares vested with 3,572 and 3,572 shares vesting as
services were rendered through June 2008 and July 2008, respectively.  In July 2006, the Company issued 3,572 shares of common
stock to a consultant for services valued at $62,500, or approximately $17.4972
per share.  The shares vested as services were rendered through June
2008.  In June 2006, the Company issued 3,572 shares of common
stock to a consultant for services valued at $99,500, or approximately $27.8555
per share.  The shares vested as services were rendered through June
2008.  In June 2006, the Company issued 1,786 shares of common
stock to a consultant for services valued at $42,500, or approximately $23.796
per share.  In May 2006, the Company issued 3,572 shares of common
stock to a consultant for services valued at $52,500, or approximately $14.6976
per share.  The shares vested as services were rendered through August
2008.  In February and March 2006, the Company issued 54,715
shares of common stock to consultants for services valued at $547,145, or
approximately $10.00 per share.  In June 2003, the Company issued 3,937,500 shares of
common stock for cash of $236,250, or $0.06 per share.  In May 2003, the Company issued 957,500 units.  Each
unit consisted of one share of common stock, one Class A warrant, and one Class
B warrant.  The units were issued for cash of $95,960, or approximately
$0.100219 per unit.  Warrant Expiration  All of the Companys warrants
expired unexercised on June 30, 2008.  Extended Warrant Exercise Period  In April 2006, the
Company extended the exercise period for Class A and Class B warrants from June
30, 2006 to June 30, 2008.  The extension of the exercise period on
warrants, which were previously granted for services, resulted in additional
expenses totaling $1,061,453, of which $250,191 was associated with warrants
unvested at that time.  Class A Warrants  Class A warrants were exercisable
through June 30, 2008 at $10.00 per share of common stock.  In April 2006, the Company granted 5,000 Class A warrants
to a consultant for services valued at $49,218, or $9.8436 per warrant.
 The warrants vested as services were rendered through December 31,
2006.  33   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 10  COMMON STOCK, OPTIONS, AND WARRANTS
[Continued]  In February 2006, the Company granted 40,000 Class A
warrants to a consultant for services valued at $122,232, or $3.0558 per
warrant.  The warrants vested immediately.  In January 2006, the Company granted 7,500 Class A
warrants to a consultant for services valued at $22,930, or approximately
$3.0573 per warrant.  The warrants vested with 2,500 warrants vesting
immediately and 5,000 warrants vesting as services were rendered through June
2006.  Class B Warrants  Class B warrants were exercisable
through June 30, 2008 at $20.00 per share of common stock.  In August 2006, the Company granted 2,858 Class B
warrants to consultants for services valued at $29,918, or approximately $10.468
per warrant.  The warrants vested with 1,429 and 1,429 warrants vesting as
services were rendered through June 2008 and July 2008, respectively.  At
June 30, 2008, 60 of the warrants expired unvested.  In July 2006, the Company granted 1,429 Class B warrants
to a consultant for services valued at $15,616, or approximately $10.928 per
warrant.  The warrants vested as services were rendered through June
2008.  In June 2006, the Company granted 1,429 Class B warrants
to a consultant for services valued at $27,976, or approximately $19.577 per
warrant.  The warrants vested as services were rendered through June
2008.  In May 2006, the Company granted 1,429 Class B warrants
to a consultant for services valued at $13,714, or approximately $9.5969 per
warrant.  The warrants vested as services were rendered through August
2008.  At June 30, 2008, 119 of the warrants expired unvested.  In February 2006, the Company granted 40,000 Class B
warrants to a consultant for services valued at $43,008, or $1.0752 per warrant.
 The warrants vested immediately.  Share-Based Payment Disclosures - During the years ended
December 31, 2008 and 2007, share-based payments resulted in expenses of
$125,743 and $887,231, respectively.  A summary of warrant activity during the year ended
December 31, 2008 is presented below:  Warrants

Shares

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual
Term (Years)

Aggregate Intrinsic ValueOutstanding at December 31, 2007

2,039,645

$
14.93Granted

-


-Exercised

-


-Forfeited

-


-Expired

(2,039,645)


14.93Outstanding at December 31, 2008

-

$
-

-

$
-Exercisable at December 31, 2008

-

$
-

-

$
-   34   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 10  COMMON STOCK, OPTIONS, AND WARRANTS
[Continued]  A summary of the non-vested share activity during the
year ended December 31, 2008 is presented below:  Non-vested Shares

Shares

Weighted-Average Grant-Date
Fair ValueNon-vested at December 31, 2007

4,911

$
18.43Vested

(4,911)


18.43Non-vested at December 31, 2008

-

$
-  As of December 31, 2008, there was no unrecognized
expense related to non-vested share-based payments and there were no non-vested
shares outstanding.  The total fair value of shares vested during the years
ended December 31, 2008 and 2007 was $90,500 and $167,250, respectively.  Stock Option Plan - In March 2003, the Board of Directors
of the Company approved and adopted the 2003 Stock Option/Stock Issuance Plan
(the Plan), terminating December 31, 2009, with a maximum of 750,000 shares of
common stock reserved for issuance under the Plan.  The Plan provides for
both the direct award of shares and for the grant of options to purchase shares.
 The Board of Directors has further authorized options to purchase 250,000
common stock shares to be granted at a purchase price of $0.01 per share.
 Under the Plan, the Board of Directors shall determine which eligible
persons are to receive incentive options, non-statutory grants or stock
issuances.  The Board of Directors also sets the exercise price for options
granted.  The option terms are not to exceed ten years from the option
grant date.  At December 31, 2008, the Company had not granted any awards
from the Plan and total awards available to be granted from the Plan amounted to
750,000 shares.  NOTE 11  FOREIGN CURRENCY TRANSACTION  LTU had two patent applications filed with the European
Patent Office and was required to pay renewal fees totaling 800 Euros in October
2006.  In November 2006, the Company was assessed additional fees totaling
80 Euros.  At September 30, 2008, these fees had not been paid and were
included in LTUs accounts payable at $1,239 based on the currency conversion
ratio on that date of $1.4081:1 Euro.  During the years ended December 31,
2008 and 2007, the Company recorded foreign currency transaction gains (losses)
of $46 and $(123), respectively, due to changes in the exchange rates.
 These gains (losses) are included in operations of discontinued research
business and the fees were included in the accounts payable eliminated through
the disposition of LTU [See Note 5].  NOTE 12  INCOME TAXES  At December 31, 2008, the Company has a net operating
loss carryover of approximately $106,000 available to offset future taxable
income and expiring beginning in 2028.  Due to a change in control of the
Company in January 2008 and because the Company is not continuing its research
business, the Company will not likely be able to utilize prior net operating
loss carryovers.  If there are future substantial changes in the Companys
ownership, there may be additional limitations on the amount of net operating
loss carryovers that can be utilized.  The Company has experienced losses
since inception and has not yet generated any revenues; therefore, the Company
has established a valuation allowance to offset the net deferred tax assets.  The income tax provision consists of the following
components:  For the Years Ended
December 31,

For the Period
From Inception on
May 6, 2003 Through
December 31, 20082008

2007Current income tax expense (benefit)
$
-

$
-

$
-Deferred income tax expense (benefit)

-


-


-Net income tax expense (benefit) from continuing
operations
$
-

$
-

$
-  35     LIPIDVIRO TECH, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 12  INCOME TAXES [Continued]  The income tax provision differs from the amounts that
would be obtained by applying federal and state statutory income tax rates to
loss from continuing operations before income taxes as follows:  For the Years Ended
December 31,

For the Period From Inception on May
6, 2003 Through December 31, 20082008

2007Loss before income tax provision
$
(165,752)

$
(958,383)

$
(2,915,503)Expected combined federal and state income tax
rate

20.0%


20.0%


20.0%Expected income tax expense (benefit) at statutory
rates

(33,150)


(191,677)


(583,101)Federal benefit of state taxes

1,242


7,188


21,866Tax effect of:Expenses from issuance of
warrants

2,587


31,039


62,100Meals and entertainment

-


22


82Non-deductible interest
expense

8,916


52,845


301,282Limitation of prior NOL
carryovers

60,665


-


60,665Change in valuation allowance

(40,260)


100,583


137,106Net income tax expense (benefit)
$
-

$
-

$
-  The Companys deferred tax assets, deferred tax
liabilities, and valuation allowance are as follows:  December 31, 2008

December 31, 2007Deferred tax assets:Net operating loss
carryovers
$
20,405

$
60,665Total deferred tax assets
$
20,405

$
60,665Deferred tax liabilities
$
-

$
-Total deferred tax liabilities
$
-

$
-Total deferred tax assets
$
20,405

$
60,665Total deferred tax liabilities

-


-Valuation allowance

(20,405)


(60,665)Net deferred tax asset (liability)
$
-

$
-  These amounts have been presented in the financial
statements as follows:  December 31, 2008

December 31, 2007Current deferred tax asset (liability)
$
-

$
-Non-current deferred tax asset (liability)

-


-$
-

$
-  NOTE 13  DILUTED LOSS PER SHARE  At December 31, 2007, the Company had 1,035,000 Class A
warrants and 1,004,645 Class B warrants outstanding that were not used in the
computation of dilutive loss per share because their effect would be
anit-dilutive.   36   LIPIDVIRO TECH,
INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  NOTE 14  COMMITMENTS  In February 2007, a vendor obtained a $16,166 default
judgment against LTU for an unpaid invoice.  The judgment provides for
interest at an annual rate of 6.36%.  At September 30, 2008, LTU owed
$17,816 on the judgment and the amount was included in the accounts payable
eliminated through the disposition of LTU [See Note 5].  NOTE 15  SUBSEQUENT EVENTS  In January 2009, shareholders or entities controlled by
them loaned an additional $3,500 to the Company.    37    ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  None; not applicable.  ITEM 9A(T):  CONTROLS AND
PROCEDURES  The Companys management, with the
participation of our principal executive and principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Annual Report.  Based on that evaluation,
our pricipal executive officer and principal financial officer concluded that
our disclosure controls and procedures as of the end of the period covered by
the Annual Report were effective such that the information required to be
disclosed by the Company in reports filed under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms and (ii) accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding disclosure.  A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.  Managements Annual Report on Internal
Control Over Financial Reporting  The Companys management is responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act).  The Companys
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control objectives.  The Companys management, with the
participation of the principal executive officer and principal financial
officer, evaluated the effectiveness of the Companys internal control over
financial reporting as of December 31, 2008.  In making this assessment,
the Companys management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
 Integrated Framework.  Based on this evaluation, our management, with the
participation of the principal executive officer and principal financial
officer, concluded that, as of December 31, 2008, our internal control over
financial reporting was effective.  This Annual Report does not include an
attestation report of the Companys registered public accounting firm regarding
internal control over financial reporting.  Managements report was not
subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Security and Exchange Commission that permit
the Company to provide only managements report in this Annual Report.  Changes in Internal Control Over
Financial Reporting  There have been no changes in internal
control over financial reporting.  ITEM 9B:  OTHER INFORMATION  In January 2009, shareholders or entities controlled by
them loaned an additional $3,500 to the Company.   38   PART
III  ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE  Identification of Directors and
Executive Officers  Our executive officers and directors and
their respective ages, positions and biographical information are set forth
below.  Name
Positions Held
Date of Election or
Designation
Date of Termination or
ResignationKenneth P. Hamik
President &
06/24/2003
*Director
06/24/2003
*Kristy Hamik
COO &
06/24/2003
1/19/2004Director
06/24/2003
1/19/2004Patrick A. Seymour
COO
01/19/2004
4/5/2004Director
01/19/2004
4/5/2004Steven Keyser
Chairman of the Board
10/16/2006
*Linda Sharkus
Director
10/23/2006
9/12/2007  * These persons presently serve in the capacities
indicated.  Directors are elected by our stockholders to serve until
the next annual meeting of our stockholders or until their successors have been
elected and have been duly qualified.  Officers are appointed to serve
until the annual meeting of our Board of Directors following the next annual
meeting of our stockholders and until their successors have been elected and
have qualified.  Background and Business Experience  Kenneth P. Hamik, President, CEO and a director.
 Mr. Hamik is 47 years of age.  Kenneth P. Hamik has over 20 years of
management and consulting experience across a wide range of markets: healthcare,
media/entertainment, consumer products, Internet, education, financial services,
telecommunications, energy, electronics/computers, air travel and auto
manufacturing. He was featured in the January 2000 cover article of Consumer
Reports on future product trends, in an MSN article on future career paths and
recently headed a team to manage Charles Schwab electronic relationship
management strategies. Before joining LipidViro, he served as Vice President of
Marketing & Strategy at Triple Aught, Inc., a Berkeley, California based
energy technology & engineering start-up company.  Mr. Hamik completed
his Masters of Science work at the University of Houstons Studies of the Future
program. He also has a B.S. Degree from the University of Nebraska.  Mr. Keyser, age 47,  brings to the Company over 24
years of experience in private equities research and asset management.  Mr.
Keysers research and analysis experience spans multiple industries, including
biotech and healthcare.  Mr. Keyser founded LipidViro Utah in 2003 and has
served as Chairman of the Board of Directors since October, 2006.  Previous Blank Check or Shell Company
Experience  In the last five years, none of the Companys directors
has had any blank check or shell company experience, other than their experience
with the Company.  Significant Employees  The Company has no employees who are not
executive officers, but who are expected to make a significant contribution to
the Companys business.   39   Family
Relationships  There are no family relationships between
our officers and directors.  Involvement in Other Public Companies  None of the Company's officer or directors have had any
involvement in other public companies.  Involvement in Certain Legal Proceedings  During the past five years, no director,
promoter or control person:  · has filed a petition
under federal bankruptcy laws or any state insolvency laws, nor had a receiver,
fiscal agent or similar officer appointed by a court for the business or
property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within two years
before the time of such filing;  · was convicted in a
criminal proceeding or named subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses);  · was the subject of any
order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining him or
her from or otherwise limiting his/her involvement in any type of business,
securities or banking activities; or  · was found by a court of
competent jurisdiction in a civil action, by the SEC or the Commodity Futures
Trading Commission to have violated any federal or state securities law, and the
judgment in such civil action or finding by the SEC has not been subsequently
reversed, suspended, or vacated.  Promoters and control person.  See the heading Transactions with Related Persons
below.  Compliance With Section 16(a) of the Exchange
Act  The common shares of the Company are
registered under the Securities and Exchange Act of 1934 and therefore the
officers, directors and holders of more than 10% of the Companys outstanding
shares are subject to the provisions of Section 16(a) which requires them to
file with the SEC initial reports of ownership and reports of changes in
ownership of common stock and the Companys other equity securities.
 Officers, directors and greater than ten-percent beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) reports they file.  Based solely upon review of the copies of such
forms furnished to the Company during the fiscal year ended December 31, 2008,
the following were filed timely:  Name
Type
FiledKenneth Hamik
Form 3
June 12, 2006Benedente Holdings, LLC*
Schedule 13d
May 2, 2005Benedente Holdings, LLC*
Schedule 13d/a
October 15, 2006Thomas Howells
Form 3
January 31, 2008Thomas Howells
Schedule 13d
February 6, 2008Mark Sanson
Schedule 13d
February 6, 2008Kelly Trimble
Schedule 13d
February 6, 2008Travis Jenson
Schedule 13d
February 6, 2008  *Benedente Holdings, LLC is controlled by Steven Keyser,
one of our directors   40   Code of Ethics  The Company adopted a Code of Ethics for
our principal executive and financial officers.  The Companys code of
ethics was filed as an exhibit to its 10-KSB for December 31, 2004.  Corporate Governance  Nominating Committee  The Company has not established a
Nominating Committee because, due to its lack of operations and the fact that
the Company only has two directors and executive officers, it believes that it
is able to effectively manage the issues normally considered by a Nominating
Committee.  Following the entry into any business or the completion of any
acquisition, merger or reorganization, a further review of this issue will no
doubt be necessitated and undertaken by new management.  If the Company does establish a Nominating
Committee, it will disclose this change to its procedures in recommending
nominees to its board of directors.  Audit
Committee  The Company has not established an Audit
Committee because, due to its lack of operations and the fact that the Company
only has two directors and executive officers, it believes that it is able to
effectively manage the issues normally considered by an Audit Committee.
 Following the entry into any business or the completion of any
acquisition, merger or reorganization, a further review of this issue will no
doubt be necessitated and undertaken by new management.  ITEM 11:  EXECUTIVE COMPENSATION  The following table sets forth the
aggregate compensation paid by us for services rendered during the periods
indicated:  SUMMARY COMPENSATION TABLE  Name and Principle Position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
Non-
Equity
Incentive
Plan
Compen-sation
($)
Nonqual-ified Deferred Compen-sation
($)
All
Other
Compen-
sation
($)
Total
Earnings
($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Kenneth P.
Hamik
12/31/08
0
0
0
0
0
0
0
0President,
CEO
12/31/07
0
0
0
0
0
0
0
0Director
12/31/06
0
0
0
0
0
0
0
0Steve
Keyser
12/31/08
0
0
0
0
0
0
0
0Director
12/31/07
0
0
0
0
0
0
0
012/31/06
0
0
0
0
0
0
0
0   41   Outstanding Equity Awards
at Fiscal Year-End  Option awards

Stock awardsName

Numberof securitiesunderlyingunexercisedoptions(#)exercisable


Numberof
securitiesunderlyingunexercisedoptions(#)unexercisable


Optionexerciseprice($)

Option expiration date

Numberof sharesor unitsof
stockthat havenot vested(#)


Market valueof sharesor unitsof
stockthat havenot vested($)None

None


750,000


$0.01  In March, 2003, the Board of Directors approved and
adopted the 2003 Stock Option/Stock Issuance Plan (the Plan) with a maximum
of 750,000 shares of common stock (adjusted for our 14 for one reverse split on
September 5, 2008) reserved for issuance under the Plan.  The Plan provides
for both the direct award of shares and for the grant of options to purchase
shares.  Our Board of Directors has authorized options to purchase 250,000
post-split common shares to be granted at a purchase price of $0.01 per share,
but to date our Company has not granted any options to its employees, officers
or directors.  Under the Plan, Our Board of Directors shall determine which
eligible persons are to receive Incentive Options, Non-Statutory grants or stock
issuances.  Our Board of Directors also sets the exercise price for options
granted.  The option terms are not to exceed 10 years from the option grant
date.  At December 31, 2008 and 2007, total awards available to be granted
from the Plan amounted to 750,000.  Compensation of Directors  There are no standard arrangements pursuant
to which the Companys directors are compensated for any services provided as
director, including services for committee participation or for special
assignments. Our directors received no compensation for service as directors for
the year ended December 31, 2008.  ITEM 12:  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  Security Ownership of Certain Beneficial
Owners  The following table sets forth the
ownership by any person known to the Company to be the beneficial owner of more
than five percent (5%) of any of the Companys voting securities as of February
18, 2009.  Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to
securities.  The persons named in the table below have sole voting power
and investment power with respect to all shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is
based upon 1,305,344 shares of common stock outstanding at that date.  42    Beneficial Owners Title of Class
Name and Address of Beneficial
Owners
Amount and Nature of Beneficial
Ownership
Percent of ClassCommon
Thomas J. Howells
535,000
40.98%4685 S. Highland Dr. Suite #202Salt Lake City, Utah 84117Common
Duane S. Jenson
124,133
9.5%4685 S. Highland Dr. Suite #202Salt Lake City, Utah 84117Common
Mark Sansom
100,000
7.66%4685 S. Highland Dr., Suite 207Salt Lake City, Utah 84117Common
Kelly Trimble
96,429
7.38%4685 S. Highland Dr. Suite 207Salt Lake City, Utah 84117Common
Travis T. Jenson
96,429
7.38%4685 S. Highland Dr. Suite 202Salt Lake City, Utah 84117  Security Ownership of Management  The following table sets forth the share
holdings of the Companys directors and executive officers as of February 18,
2009:  Management Title of Class
Name and Address of Beneficial
Owners
Amount and Nature of Beneficial
Ownership
Percent of ClassCommon
Kenneth P. Hamik
1,875
.1%1338 S. Foothill Drive, #126Salt Lake City, Utah 84108Common
Steve Keyser
0
01338 S. Foothill Drive, #126Salt Lake City, Utah 84108  Changes in Control  On January 28, 2008, Jenson Services, Inc., a Utah
corporation (Jenson Services), executed an Option Agreement whereby it or its
designees would acquire 13,066,734 pre-reverse split shares (representing 72.7%)
of our issued and outstanding common stock.  These shares were purchased
for the sum of $25,000 through the exercise of an option granted to Jenson
Services on December 18, 2007, by Benedente Holdings, LLC, a Wyoming limited
liability company; BChesed, LLC, a Wyoming limited liability company; Sleepy
Lion, LLC, a Wyoming limited liability company; Steven Keyser; and Keith Keyser
(collectively, the Optionors).  The Optionors collectively owned all of
the shares of common stock purchased by Jenson Services.  The $25,000
purchase price for these shares came from Thomas J. Howells; Travis T. Jenson
and Kelly Trimble, $8,333,33 each.  This change of control was reported on
Form 8-K Current Report dated January 28, 2008 and filed with the Securities and
Exchange Commission on January 30, 2008.   43   Securities Authorized for
Issuance under Equity Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holdersEquity compensation plans not approved by security
holders
750,000
$0.01
750,000Total
750,000
$0.01
750,000  In March, 2003, the Board of Directors approved and
adopted the 2003 Stock Option/Stock Issuance Plan (the Plan) with a maximum
of 750,000 shares of common stock (adjusted to take into account our 14 for one
reverse split on September 5, 2008) reserved for issuance under the Plan.
 The Plan provides for both the direct award of shares and for the grant of
options to purchase shares.  Our Board of Directors has authorized options
to purchase 250,000 post-split common shares to be granted at a purchase price
of $0.01 per share, but to date our Company has not granted any options to its
employees, officers or directors.  Under the Plan, Our Board of Directors
shall determine which eligible persons are to receive Incentive Options,
Non-Statutory grants or stock issuances.  Our Board of Directors also sets
the exercise price for options granted.  The option terms are not to exceed
10 years from the option grant date.  At December 31, 2008 and 2007, total
awards available to be granted from the Plan amounted to 750,000.  Compensation Committee Interlocks and Insider
Participation  None; not applicable.  Compensation Committee Report  None; not applicable.  ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTORS INDEPENDENCE  Transactions with Related
Persons  Except as indicated below, there were no
material transactions, or series of similar transactions, during our Companys
last two fiscal years, or any currently proposed transactions, or series of
similar transactions, to which our Company or any of our subsidiaries was or is
to be a party, in which the amount involved exceeded the lesser of $120,000 or
one percent of the average of the smaller reporting company's total assets at
year-end for the last two completed fiscal years and in which any director,
executive officer or any security holder who is known to us to own of record or
beneficially more than five percent of any class of our common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.  Disposition of LTU  On September 30, 2008, the Company
transferred 100% of its ownership of LTU to Benedente Holdings, LLC
(Benedente) to settle debts totaling $1,209,297 [See below] in
accordance with an Option Agreement dated December 17, 2007 and amended January
23, 2008.  As part of the agreement, Benedente indemnified the Company
against the Companys accounts payable as of March 31, 2008 [See below].
 At the time of the transfer, LTUs assets and liabilities consisted of $25
in cash, $282 in net property and equipment, $290,317 in goodwill, and $19,074
in accounts payable.  Due to the related party nature of the $1,209,297 of
debts settled for  44   net assets totaling $271,550,
the Company recorded the gain as a capital contribution.  The financial
statements presented include the operations of LTU from its inception on May 6,
2003 through September 30, 2008.  Accounts Payables Subject to Indemnification  As part of
an Option Agreement [See above], Benedente indemnified the Company
against the Companys accounts payable that existed on March 31, 2008.
 Further, Benedente agreed to negotiate settlements of those accounts
payable.  As of December 31, 2008, $178,112 of those accounts payable had
not yet been settled and have been classified in the December 31, 2008 balance
sheet as accounts payable subject to indemnification because the Company is
uncertain whether Benedente has the ability to pay or otherwise settle these
liabilities.  Related Party Loans  During the years ended December 31,
2008 and 2007, respectively, shareholders or entities controlled by them loaned
$47,610 and $173,753 to the Company, and the Company made cash repayments
totaling $0 and $6,200.  Before April 2006, related party loans bore no
interest and were due on demand; however, the Company imputed interest at 8% per
annum with an offsetting capital contribution.  In April 2006, the Company
issued 100,000 shares of common stock valued at $1,000,000, or $10.00 per share,
to extend the loans then outstanding.  The loans then started to bear
interest at 6% per annum.  In November 2006, the Company issued 4,358
shares of common stock valued at $30,502, or approximately $6.999 per share, to
entice additional shareholder loans.  In March 2007, the Company issued
3,015 shares of common stock valued at $44,308, or approximately $14.696 per
share, to entice additional shareholder loans.  In April 2007, the Company
issued a total of 9,500 shares of common stock valued at $144,970, or $15.26 per
share, to entice additional shareholder loans.  In July 2007, the Company
issued 6,043 shares of common stock valued at $12,689, or approximately
$2.099702 per share, to entice additional shareholder loans.  In September
2008, the Company settled loans totaling $189,715 through the transfer of
research assets [See Note 3] and the Company settled loans totaling
$519,277 through the disposition of LTU [See above].  In April 2008,
the Company started accruing interest at 8% per annum on related party loans
that previously bore no interest because the amounts had been insignificant.
 At December 31, 2008, the Company owed a total of $49,513 to related
parties, all of which accrues interest at 8% per annum and is due on demand.
 During the years ended December 31, 2008 and 2007, the Company accrued
interest expense on related party loans totaling $24,771 and $42,551,
respectively.  Note Payable  In September 2005, the Company issued a 5%
$600,000 note payable to repurchase common stock. The note and accrued interest
were all due in September 2009.  The Company settled the note and accrued
interest of $90,020 through the disposition of LTU [See above].
 During the years ended December 31, 2008 and 2007, interest expense on the
note payable amounted to $22,458 and $30,000, respectively.  Stock Repurchase  In September 2005, the Company
repurchased and cancelled 3,937,500 shares of common stock for cash of $1, which
was paid by a shareholder, and a $600,000 note payable, or approximately
$0.1523812 per share.  Capital Contributions  During the years ended December
31, 2008 and 2007, respectively, shareholders of the Company contributed cash
and made payments on behalf of the Company totaling $1,480 and $29,546.  Consulting Agreement  In January 2007, the Company
signed a consulting agreement with a shareholder of the Company to assist with
recruiting a new chief executive officer.  The Company agreed to pay the
shareholders related expenses and to pay a fee of 25% of the first-year
compensation paid to the new chief executive officer.  The fee was expected
to be approximately $50,000 and the first half of this fee was paid in January
2007 through the issuance of 1,786 shares of common stock valued at $26,500, or
approximately $14.8376 per share.  Management Compensation  The Company has paid no cash
compensation to any officer or director of the Company.  However, in May
2003, the Company issued 12,500 shares of common stock to an officer of the
Company as payment of organization costs of $750, or $0.06 per share.  In
June 2003, the Company issued 1,875 shares of common stock to an officer of the
Company for services rendered valued at $113, or $0.06 per share.  In
February 2006, the Company granted 25,000 Class A warrants to an officer of the
Company for services valued at $76,395, or $3.0558 per warrant.  The
warrants vested as services were rendered through January 2008.   45   Promoters and Certain
Control Persons  See the heading Transactions with Related Persons
above.  Parents of the Smaller Reporting Company  We have no parents.  Director Independence  The Company does not have any independent directors
serving on its board of directors.  ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND
SERVICES  The following is a summary of the fees billed to the
Company by its principal accountants during the fiscal years ended December 31,
2008 and 2007:  Fee Category

2008

2007Audit Fees
$
11,966

$
10,711Audit-related Fees
$
0

$
0Tax Fees
$
0

$
0All Other Fees
$
0

$
0Total Fees
$
11,966

$
10,711  Audit Fees -Consists of fees for
professional services rendered by our principal accountants for the audit of the
Companys annual financial statements and review of the financial statements
included in the Companys Forms 10-QSB or services that are normally provided by
our principal accountants in connection with statutory and regulatory filings or
engagements.  Audit-related Fees - Consists of
fees for assurance and related services by our principal accountants that are
reasonably related to the performance of the audit or review of the Companys
financial statements and are not reported under Audit fees.  Tax Fees - Consists of fees for
professional services rendered by our principal accountants for tax compliance,
tax advice and tax planning.  All Other Fees - Consists of fees
for products and services provided by our principal accountants, other than the
services reported under Audit fees, Audit-related fees, and Tax fees
above.  Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors  The Company has not adopted an Audit
Committee, therefore, there is no Audit Committee policy in this regard.
However, the Company does require approval in advance of the performance of
professional services to be provided to the Company by its principal accountant.
Additionally, all services rendered by our principal accountant are performed
pursuant to a written engagement letter between us and the principal accountant.  PART IV  ITEM 15:  EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES  (a)(1)(2)    Financial Statements.
 See the audited financial statements for the year ended December 31, 2008
contained in Item 8 above which are incorporated herein by this reference.  (a)(3)         Exhibits.
 The following exhibits are filed as part of this Annual Report:   46    Exhibit Number
Description3.1(i)
Original Articles of Incorporation of the Company
filed with the State of California on October 25, 1954**3.1(ii)
Certificate of Amendment to original Articles of
Incorporation filed with and accepted by the California Secretary of State
on August 9, 2001 (eliminating all distinctions between Class A and Class
B shares and creating but one class of common stock, increasing the
authorized number of shares issuable to 50,000,000, and reducing the par
value per common capital share from 10 cents to one mill or $0.001 per
share)**3.1(iii)
Articles of Incorporation of the Companys wholly
owned Nevada subsidiary filed with the Nevada Secretary of State on August
31, 2001 (by operation of law, these Articles comprise the Companys
current Articles of Incorporation as a result of the merger transaction)
and the August 31, 2001 Certificate of Acceptance of Appointment by
Resident Agent**3.1(iv)
Articles of Merger filed with and accepted by both
the States of Nevada and California (including the Agreement and Plan of
Merger as Exhibit A thereto) by which the merger between the parent
California corporation and its wholly owned Nevada subsidiary became
effective under both Nevada and California law on October 4,
2001*3.2
By-laws of Anticline--Nevada, the survivor in the
merger**14
Code of Ethics***31
302 Certification of Kenneth P. Hamik32
906 Certification  *   Incorporated herein by reference.  **   Attached to our 10-SB12G Registration
Statement filed on March 1, 2002, and incorporated herein by reference.  **   As amended in our Definitive Information
Statement filed July 23, 2003, by increasing the authorized shares and changing
our name.  ***  Attached to our 10KSB Annual Report for the
year ended December 31, 2004, and incorporated herein by reference.  SIGNATURES  Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.  LIPIDVIRO TECH, INC.  Date:
March 30, 2009

By:
/s/Kenneth P. HamikKenneth P. HamikPresident, CEO and Director  Pursuant to the requirements of the
Securities Exchange Act of 1934 this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.  LIPIDVIRO TECH, INC.  Date:
March 30, 2009

By:
/s/Kenneth P. HamikKenneth P. HamikPresident, CEO and DirectorDate:
March 30, 2009

By:
/s/Steven KeyserSteven KeyserDirector  47