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EX-32.2 - EXHIBIT 32.1 - FLUOROPHARMA MEDICAL, INC.ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - FLUOROPHARMA MEDICAL, INC.ex31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K /A
(Mark One)
 
o
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
 
o   
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from ________________ to _______________
 
333-147193
(Commission file number)
 
FluoroPharma Medical, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
20-8325616
(State or other jurisdiction of incorporation or organization)   
(IRS Employer Identification No.)
                                                                                            
500 Boylston Street, Suite 1600
Boston, MA 02116
(Address of principal executive offices)
 
(617) 456-0366
 (Issuer's telephone number)

Commercial E-Waste Management, Inc.
 (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: none.

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o     No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes o    No x
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.  Yes x    No o

 
 

 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.   Yes o    No o

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 the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filer  o  Accelerated filer  o
 Non-accelerated filer    o  Smaller reporting company  x
(Do not check if a smaller reporting company) 
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the most recent price at which the common equity was sold: $50,000 as of March 11, 2011.

The number of shares outstanding of each of the issuer's classes of common equity, as of March 11, 2011 was 11,000,000.

 
 

 


EXPLANATORY NOTE
 
FluoroPharma Medical, Inc. is filing this Amendment No. 1 on Form 10-K/A (the “First Amendment”) to its Annual Report for the fiscal year ended December 31, 2010, which was filed with the Securities and Exchange Commission on March 16, 2011 (the “Form 10-K”) to include a revised audit opinion letter of Weaver & Martin, LLC.

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, except to reflect the current name of the registrant, and does not modify or update in any way disclosures made in the original Form 10-K.
 
 
-1-

 

PART II

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON STOCK

Market information

Effective July 17, 2008, the Company has been approved for listing on the OTC Bulletin Board under the symbol "CEWM".  As of the date of this annual report, no public market in our common stock has yet developed and there can be no assurance that a meaningful trading market will subsequently develop.  We make no representation about the value of our common stock.

Holders

As of the date of this annual report, Commercial E-Waste Management, Inc. has 11,000,000 shares of $0.001 par value common stock issued and outstanding held by 29 shareholders of record.  Our Transfer Agent is Holladay Stock Transfer, 2939 N. 67th Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.

Dividends

Commercial E-Waste Management, Inc. has never declared or paid any cash dividends on its common stock.  For the foreseeable future, CEWM intends to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock.  Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

Recent Sales of Unregistered Securities

On January 30, 2007, we issued 10,000,000 shares of our common stock to Brenda Pfeifer, our founding shareholder and former officer and director.  This sale of stock did not involve any public offering, general advertising or solicitation.  The shares were issued in exchange for services performed by the founding shareholder on our behalf in the amount of $10,000.  Mrs. Pfeifer received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founder’s shares.  Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital.  At the time of the issuance, Mrs. Pfeifer had fair access to and was in possession of all available material information about our company, as is an officer and director of Commercial E-Waste Management, Inc.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

In July 2007, we sold an aggregate of 1,000,000 shares of our common stock to 28 shareholders, all of whom are not affiliated with us.  The shares were issued at a price of $0.05 per share for total gross cash proceeds in the amount of $50,000.  There were no commissions or discounts and this was a best efforts, self-underwritten offering conducted by the issuer.  The shares bear a restrictive transfer legend.  This July 2007 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Commercial E-Waste Management, Inc.  Each purchaser was given the opportunity to ask questions of us.  Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

On December 15, 2008, our former majority stockholder, Brenda Pfeifer, sold her entire position in our common stock, consisting of 10,000,000 shares, to Anna Chalmers in a private transaction exempt from registration in accordance with Section 4(1) of the Securities Act of 1933.

 
-2-

 

MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS

Forward-Looking Statements

The statements contained in all parts of this document that are not historical facts are, or may be deemed to be, "forward-looking statements" within the meaning of  Section 27A of  the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements include, but are not limited to, those relating to the following: the Company's ability to secure necessary financing; plans for opening one or more restaurant units (including the scope, timing, impact and effects thereof); expected growth; future operating expenses; future margins; fluctuations in interest rates; ability to continue to grow and  implement growth, and regarding future growth, cash needs, operations, business plans and financial results and any other statements that are not historical facts.

When used in this document, the words "anticipate," "estimate," "expect," "may," "plans," "project," and similar expressions are intended to be among the statements that identify forward-looking statements.  Commercial E-Waste Management, Inc.’s results may differ significantly from the results discussed in the forward-looking statements.  Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the Company’s dependence on its ability to attract and retain skilled managers and other personnel; the intense competition within the restaurant industry; the uncertainty of the Company's ability to manage and continue its growth and implement its business strategy; its vulnerability to general economic conditions; accuracy of accounting and other estimates; the Company's future financial and operating results, cash needs and demand for services; and the Company's ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.

Management’s Discussion and Analysis

Commercial E-Waste Management, Inc. was incorporated in Nevada on January 25, 2007.  We are an electronics waste management solution provider, specializing in the collection, retirement, storage and remarketing of excess, damaged or obsolete electronic assets, such as computer, telecommunications and other electronic office equipment.  We are not a recycling or waste disposal company.  We operate under three significant business units: Collection, Equipment Resale, and Recycling.

On December 15, 2008, we experienced a change on control, in which our former majority stockholder, Brenda Pfeifer, sold her entire position in our common stock, consisting of 10,000,000 shares, to Anna Chalmers in a private transaction.  As a result of the change of control, we have moved our operations from Minnesota to Arizona, where Ms. Chalmers currently resides.  As of the date of this annual report, we have not yet completed transferring existing infrastructure and inventory to Arizona.  We are in the process of locating a warehouse facility in the Phoenix, Arizona metropolitan area to serve as our new corporate headquarters.

During the year ended December 31, 2009, we thoroughly evaluated all existing inventory at our former warehouse in Minnesota.  Upon review, our management determined it prudent to write down inventory to its net realizable value.  As a result, we recorded impairment to inventory in the amount of $4,449, or the entire previously existing inventory.

Results of Operation

Our management believes the effects of prolonged weakness in the general economy contributed to the deterioration of our business operations.  Fewer businesses divesting outdated or fully-depreciated existing equipment and furniture, as well as fewer new business ventures being started, led to a decline in collection and equipment resale revenues.  With the decline in collection, we had fewer products to resell as usable products or recyclable materials.  Additionally, we have relocated our operations from Minnesota to our current domicile in Arizona.  We do not service prior clients, since we do not have a presence in Minnesota.  As a result, year-to-year comparisons are not significant and are not a reliable indicator of future prospects.

Revenues, Cost of Goods Sold and Gross Profit

During the years ended December 31, 2010 and 2009, we had no customers and did not generate any revenues, and, resultantly, no cost of sales was recognized.  We have no long-term or guaranteed contracts in place with any customers and there can be no assurance that our major customers will continue to engage our services, or that we will be able to replace revenues from such customers with revenues from other customers.

During the period from our inception on January 25, 2007 to December 31, 2010, we generated a total of $276,835 in gross revenues from providing our E-Waste collection services and sales of various end-of-life equipment we were paid to remove.  After deducting cost of sales of $22,622, our gross profit for period was $254,213.

Operating Expenses

We incur various costs and expenses in the execution of our business.  The majority of our expenses consisted of depreciation expense related to our computer equipment and furniture and fixtures, executive compensation paid to an officer and director, as well as general and administrative expenses, which consist of, but are not limited to, rent, office expenditures, labor costs and professional fees.

 
-3-

 

During the year ended December 31, 2010, our total operating expenses were $10,262, consisting of $1,095 in depreciation expense and $9,167 of general and administrative costs.  During the period, the primary components of general and administrative expenses were: professional fees paid to accountants and consultants totaled $8,311 and office expenses in the amount of $856.

Total operating expenses during the year ended December 31, 2009 were $15,092, consisting of $1,095 in depreciation expense, $120 in executive compensation paid to a former officer for services rendered, and $13,877 of general and administrative costs.  During the period, the primary components of general and administrative expenses were: professional fees paid to accountants and consultants totaled $9,292 and impairment of inventory in the amount of $4,449.

From our inception in January 2007 to December 31, 2010, total operating expenditures were $363,898, consisting of the following:

 
1.
Total commissions paid to our sales staff were $30,675, of which $21,114 was paid to related parties and $9,561 was paid to non-related parties.

 
2.
Depreciation expense related to our computer equipment and furniture and fixtures was $4,198.

 
3.
Executive compensation was $10,120, of which $10,000 is due specifically to the issuance of 10,000,000 shares of common stock to our founder for services rendered.

 
4.
Aggregate general and administrative expenses were $318,905, of which of which $30,648 was paid to related parties for services rendered.  The significant contributors to general and administrative expenses were: rent expense in the amount of $99,578, direct labor expense of $44,158 and professional fees of $36,470.

Interest Expense

On February 2, 2007, we secured bridge loan financing, through which we are able to borrow $25,000.  The loan bears an interest rate of 10.5% per annum and was payable on or before February 2, 2008 and is currently past due.  During the years ended December 31, 2010 and 2009, we accrued interest expenses related to our $25,000 bridge loan payable in the amounts of $2,625 and $2,625, respectively.  As of December 31, 2010, we recorded $10,270 in accrued interest related to the note payable, which is currently in default.  The note holder has agreed to extend the due date of the note to be due upon demand.

Provision for Income Taxes

During the years ended December 31, 2010 and 2009, we recorded provisions for income taxes of $50 and $100, respectively.  These amounts relate primarily to the minimum franchise tax payable in the State of Arizona.  Since our inception, we have recorded provisions for income taxes in the amount of $250.

Net Loss

During the years ended December 31, 2010 and 2009, our net losses were $12,937 and $17,817, respectively.  From our inception to December 31, 2010, we have incurred an aggregate net loss in the amount of $120,205.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  There is significant uncertainty projecting future profitability due to the current state of our operations and the economy in general. 

We anticipate incurring ongoing operating losses for the foreseeable future and cannot predict when, if at all, we may expect these losses to plateau or narrow.  We have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable.  There is significant uncertainty projecting future profitability due to our lack of operating history and absence of guaranteed revenue streams.

Cash and Liquidity

We are in a precarious financial position and are uncertain of our ability to continue to operate over the next fiscal year, assuming our expenses remain relatively stable, of which there can be no guarantee.  As of December 31, 2010, we had current assets of $14, compared to current liabilities in the amount of $58,512.  We cannot guarantee that we will be able to satisfy any or all of our financial obligations.  Our ability to fund our operating expenses and debt service requirements are in doubt, and we cannot guarantee that we will be able to satisfy such.

In consideration of our limited working capital and financial resources, our management believes that we require immediate additional financing, through offerings of our equity and/or debt securities, or derivation thereof.  There are no formal or informal agreements to attain such financing.  We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Employees

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our staff appear sufficient at this time.

 
-4-

 

Miscellaneous

No development related expenses have been or will be paid to our affiliates.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.

We currently do not have any material contracts and or affiliations with third parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Commercial E-Waste Management, Inc.
(A Development Stage Company)

Balance Sheets
as of
December 31, 2010 and 2009

and

Statements of Operations,
Stockholders’ (Deficit), and
Cash Flows
For the years ended
December 31, 2010 and 2009


TABLE OF CONTENTS

 

WEAVER & MARTIN
 
To the Board of Directors and Stockholders
Commercial E-Waste Management, Inc.
Scottsdale, Arizona


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We have audited the balance sheet of Commercial E-Waste Management, Inc. as of December 31, 2010 and 2009 and the related statements of operations, stockholders' equity, and cash flows for the years then ended and for the period from January 25, 2007 (Inception) to December 31, 2010. Commercial E-Waste Management, Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit 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. Our audit of the financial statements 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, and evaluating the overall financial statement presentation. We believe that our audit provides 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 Commercial E-Waste Management, Inc. as of December 31, 2010 and 2009, and the results of its operations, stockholders' equity, and cash flows for the years then ended and for the period from January 25, 2007 (Inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and is dependent upon the continued sale of its securities or obtaining debt financing for funds to meet its cash requirements. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Weaver & Martin, LLC
Weaver & Martin, LLC
Kansas City, Missouri
March 15, 2011

Certified Public Accountants & Consultants
411 Valentine, Suite 300
Kansas City, Missouri 64111
Phone: (816) 756-5525
Fax: (816) 756-2252

 
(A Development Stage Company)
Balance Sheets


   
December 31,
 
   
2010
   
2009
 
Assets
           
             
Current assets:
           
   Cash
 
$
14
   
$
72
 
      Total current assets
   
14
     
72
 
                 
Fixed assets, net of accumulated depreciation of $4,198 and $3,103 as of 12/31/10 and 12/31/09, respectively
   
1,279
     
2,374
 
                 
Total assets
 
$
1,293
   
$
2,446
 
                 
Liabilities and Stockholders’ (Deficit)
               
                 
Current liabilities:
               
   Accounts payable
 
$
485
   
$
485
 
   Accrued interest
   
10,270
     
7,645
 
   Notes payable
   
47,757
     
38,698
 
      Total current liabilities
   
58,512
     
46,828
 
                 
Total liabilities
   
58,512
     
46,828
 
                 
Stockholders’ equity
               
   Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding
   
-
     
-
 
   Common stock, $0.001 par value, 100,000,000 shares authorized, 11,000,000 shares issued and outstanding
   
11,000
     
11,000
 
   Additional paid-in capital
   
51,986
     
51,886
 
   Accumulated (deficit)
   
(120,205
)
   
(107,268
)
      Total stockholders’ (deficit)
   
(57,219
)
   
(44,382
)
                 
Total liabilities and stockholders’ (deficit)
 
$
1,293
   
$
2,446
 

The accompanying notes are an integral part of these financial statements.

 
Commercial E-Waste Management, Inc.
(A Development Stage Company)
Statements of Operations

   
For the years ended
   
January 25, 2007
 
   
December 31,
   
(Inception) to
 
   
2010
   
2009
   
December 31, 2010
 
                   
Revenue, net of returns and allowances
 
$
-
   
$
-
   
$
276,835
 
Cost of sales
   
-
     
-
     
22,622
 
                         
Gross profit
   
-
     
-
     
254,213
 
                         
Expenses:
                       
Commissions
   
-
     
-
     
9,561
 
Commissions – related party
   
-
     
-
     
21,114
 
Depreciation expense
   
1,095
     
1,095
     
4,198
 
Executive compensation
   
-
     
120
     
10,120
 
General and administrative expenses
   
9,167
     
13,877
     
288,257
 
General and administrative expenses – related party
   
-
     
-
     
30,648
 
Total expenses
   
10,262
     
15,092
     
363,898
 
                         
Other income (expense):
                       
Interest expense
   
(2,625
)
   
(2,625
)
   
(10,270
)
Total other (expense)
   
(2,625
)
   
(2,625
)
   
(10,270
)
                         
(Loss) before provision for income taxes
   
(12,887
)
   
(17,717
)
   
(119,955
)
                         
Provision for income taxes
   
(50
)
   
(100
)
   
(250
)
                         
Net (loss)
 
$
(12,937
)
 
$
(17,817
)
 
$
(120,205
)
                         
Weighted average number of common shares outstanding - basic and fully diluted
   
11,000,000
     
11,000,000
         
                         
Net (loss) per share-basic and fully diluted
 
$
(0.00
)
 
$
(0.00
)
       

The accompanying notes are an integral part of these financial statements.


Commercial E-Waste Management, Inc.
(A Development Stage Company)
Statements of Stockholders’ Equity

                           
Total
 
   
Common Stock
   
Additional
         
Stockholders’
 
               
Paid-in
   
Accumulated
   
Equity
 
   
Shares
   
Amount
   
Capital
   
(Deficit)
   
(Deficit)
 
                               
January 2007
                             
  Founders shares issued for services
   
10,000,000
   
$
10,000
   
$
-
   
$
-
   
$
10,000
 
                                         
February 2007
                                       
  Donated capital
   
-
     
-
     
60
     
-
     
60
 
                                         
June 2007
                                       
  Private placement
   
1,000,000
     
1,000
     
49,000
     
-
     
50,000
 
                                         
October 2007
                                       
  Donated capital
   
-
     
-
     
5
     
-
     
5
 
                                         
Net (loss)
                                       
For the period January 25, 2007 (Inception) to December 31, 2007
   
-
     
-
     
-
     
(72,724
)
   
(72,724
)
                                         
Balance, December 31, 2007
   
11,000,000
     
11,000
     
49,065
     
(72,724
)
   
(12,659
)
                                         
Donated capital
   
-
     
-
     
310
     
-
     
310
 
                                         
Net (loss)
                                       
  For the year ended December 31, 2008
   
-
     
-
     
-
     
(16,727
)
   
(16,727
)
                                         
Balance, December 31, 2008
   
11,000,000
   
$
11,000
   
$
49,375
   
$
(89,451
)
 
$
(29,076
)
                                         
Donated capital
   
-
     
-
     
300
     
-
     
300
 
                                         
Forgiveness of liabilities
                                       
  Related party
   
-
     
-
     
2,211
     
-
     
2,211
 
                                         
Net (loss)
                                       
  For the year ended December 31, 2009
   
-
     
-
     
-
     
(17,817
)
   
(17,817
)
                                         
Balance, December 31, 2009
   
11,000,000
   
$
11,000
   
$
51,886
   
$
(107,268
)
 
$
(44,382
)
                                         
Donated capital
   
-
     
-
     
100
     
-
     
100
 
                                         
Net (loss)
                                       
  For the year ended December 31, 2010
   
-
     
-
     
-
     
(12,937
)
   
(12,937
)
                                         
Balance, December 31, 2010
   
11,000,000
   
$
11,000
   
$
51,986
   
$
(120,205
)
 
$
(57,219
)

The accompanying notes are an integral part of these financial statements.


Commercial E-Waste Management, Inc.
(A Development Stage Company)
Statements of Cash Flows

   
For the years ended
   
January 25, 2007
 
   
December 31,
   
(Inception) to
 
Cash flows from operating activities
 
2010
   
2009
   
December 31, 2010
 
Net (loss)
 
$
(12,937
)
 
$
(17,817
)
 
$
(120,205
)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
                       
      Shares issued for services – related party
   
-
     
-
     
10,000
 
      Depreciation
   
1,095
     
1,095
     
4,198
 
Changes in operating assets and liabilities:
                       
   Decrease in inventory
   
-
     
4,449
     
-
 
   Increase (decrease) in accounts payable
   
-
     
(2,011
)
   
485
 
   Increase in accrued interest
   
2,625
     
2,625
     
10,270
 
   Increase in sales tax payable
   
-
     
(2,906
)
   
-
 
Net cash (used) by operating activities
   
(9,217
)
   
(14,565
)
   
(95,252
)
                         
Cash flows from investing activities
                       
   Purchase of fixed assets
   
-
     
-
     
(5,477
)
Net cash (used) by investing activities
   
-
     
-
     
(5,477
)
                         
Cash flows from financing activities
                       
   Donated capital
   
100
     
2,512
     
2,986
 
   Issuances of common stock
   
-
     
-
     
50,000
 
   Proceeds from notes payable
   
9,059
     
12,198
     
47,757
 
   Payments to note payable – related party
   
-
     
(200
)
   
(9,000
)
Net cash provided by financing activities
   
9,159
     
14,510
     
100,748
 
                         
Net increase (decrease) in cash
   
(58
)
   
(55
)
   
14
 
Cash – beginning
   
72
     
127
     
-
 
Cash – ending
 
$
14
   
$
72
   
$
14
 
                         
Supplemental disclosures:
                       
   Interest paid
 
$
-
   
$
-
   
$
-
 
   Income taxes paid
 
$
50
   
$
100
   
$
250
 
                         
Non-cash transactions:
                       
   Shares issued for services – related party
 
$
-
   
$
-
   
$
10,000
 
   Number of shares issued for services - related party
   
-
     
-
     
10,000,000
 
 
The accompanying notes are an integral part of these financial statements.
 
 
Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 1 – History and organization of the company

The Company was organized January 25, 2007 under the laws of the State of Nevada, as Commercial E-Waste Management, Inc.  The Company is authorized to issue up to 100,000,000 shares of its common stock with a par value of $0.001 per share and up to 100,000,000 shares of its preferred stock with a par value of $0.001 per share.

The business of the Company is to collect, refurbish, resell and/or recycle information technology assets and end of life equipment.  The Company has limited operations and in accordance with FASB ASC 915-10, “Development Stage Entities,” the Company is considered a development stage company.

Note 2 – Accounting policies and procedures

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

Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of December 31, 2010 and 2009.

Inventory
Inventories, consisting of products available for sale, are accounted for using the FIFO method, and are valued at the lower of cost or market value.  This valuation requires us to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.  Based on this evaluation, we adjust the carrying amount of our inventories to lower of cost or market value.  The Company had no inventory as of December 31, 2010 and 2009.

Accounts receivable
Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest.  The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future.  On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days.  Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  No such impairments have been identified by management at December 31, 2010 and 2009.

 
Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 2 – Accounting policies and procedures (continued)

Property and equipment
Property and equipment is recorded at cost.  Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred.  When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.  The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.  The estimated useful lives for significant property and equipment categories are as follows:

Furniture Fixtures and Equipment
5 years
Computer Equipment 
5 years

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.  The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors.  Based on this assessment there was no impairment as December 31, 2010.  Depreciation expense for the years ended December 31, 2010 and 2009 totaled $1,095 and $1,095, respectively.

Revenue recognition
The Company’s revenues are generated from the fees the Company charges for waste collection and transfer and from the sale of remarketed electronic waste assets to third parties.  The fees charged for services or products are generally defined in service or purchase agreements and vary based on contract-specific terms, such as frequency of service, weight and/or volume and the general market factors influencing rates.  The Company generally recognizes revenue as services are performed or products are sold.  For example, revenue typically is recognized as waste is collected or the product is ordered from the Company.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time of shipment of the product to the customer.

The Company’s revenues are generated from the fees the Company charges for waste collection and transfer and from the sale of remarketed electronic waste assets to third parties.  The fees charged for services or products are generally defined in service or purchase agreements and vary based on contract-specific terms, such as frequency of service, weight and/or volume and the general market factors influencing rates.  The Company generally recognizes revenue as services are performed or products are sold.  For example, revenue typically is recognized as waste is collected or the product is ordered from the Company.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time of shipment of the product to the customer.

Management periodically reviews all product returns and evaluates the need for establishing either a reserve for product returns or a product warranty liability. As of December 31, 2010, management has concluded that neither a reserve for product returns nor a warranty liability is required.


Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 2 – Accounting policies and procedures (continued)

Cost of Sales
Cost of sales consists of the purchase price of products sold, inbound and outbound shipping charges, packaging supplies and other miscellaneous costs associated with revenues and marketplace business.  The purchase price of the products, outbound shipping charges and miscellaneous other costs totaled $0 and $0 during the years ended December 31, 2010 and 2009.

Shipping Activities
Outbound shipping charges to customers are included in revenues, net of returns and allowances.

Advertising costs
The Company expenses all costs of advertising as incurred.  As of December 31, 2010 and 2009, there was $0 and $0 in advertising costs included in selling, general and administrative expenses, respectively.

Loss per share
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) on the face of statements of operations.  Loss per common share has been computed using the weighted average number of common shares outstanding during the year.  The Company had no dilutive common stock equivalents as of December 31, 2010 and 2009.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2010 and 2009.  The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.  See Note 8 for further details.

General and administrative expenses
The significant components of general and administrative expenses consists solely of legal and professional fees.

Dividends
The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.

Income Taxes
The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes.  Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.


Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 2 – Accounting policies and procedures (continued)

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

Stock-Based Compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Recently Issued Accounting Pronouncements
The Company has evaluated the recent accounting pronouncements through ASU 2011-01 and believes that none of them will have a material effect on the company’s financial statements.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The Company has incurred a net loss of ($120,205) for the period from January 25, 2007 (inception) to December 31, 2010.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.


Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 4 – Fixed assets

Fixed assets as of December 31, 2010 and 2009 consisted of the following:

   
December 31,
 
   
2010
   
2009
 
Computer equipment
 
$
900
   
$
900
 
Furniture, fixtures and equipment
   
4,577
     
4,577
 
                 
Accumulated depreciation
   
(4,198
)
   
(3,103
)
   
$
1,279
   
$
2,374
 

During the years ended December 31, 2010 and 2009, the Company recorded depreciation expense of $1,095 and $1,095, respectively.

Note 5 – Stockholders’ equity

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $.001 par value preferred stock.

During the year ended December 31, 2009, an officer and director of the Company donated cash in the amount of $300.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

During the year ended December 31, 2009, a former officer and director of the Company agreed to satisfy certain liabilities of the Company totaling $2,211.  The entire amount in considered to be donated, is not expected to be repaid and is considered to be additional paid-in capital.

On July 19, 2010, an officer and director of the Company donated cash in the amount of $100.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

As of December 31, 2010, there have been no other issuances of common stock and no warrants or options.

Note 6 – Debt and interest expense

On February 2 2007, the Company conducted a private offering of debt securities, whereby it secured $25,000 in bridge loan financing from one non-affiliated entity.  The aggregate principal amount and interest accrued thereupon was due February 2, 2008 and is past due.  The note bears an interest rate of 10.5%, calculated annually, and contains no prepayment penalty.  During the years ended December 31, 2010 and 2009, the Company recorded $2,625 and $2,625 in interest expense related to the note payable, respectively.  The Company has negotiated with the note holder to extend the due date to be due upon demand.

On September 9, 2007, the Company issued an aggregate of $9,000 in debt securities to an officer and director of the Company.  The note bears no interest, was due and payable on September 1, 2009 and contains no prepayment penalty.  During the years ended December 31, 2010 and 2009, the Company repaid $0 and $5,300 of the note.  In 2009, a former officer and director of the Company agreed to assume responsibility to satisfy the balance owed of $200.

 
Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 6 – Debt and interest expense (continued)

Through December 31, 2010, a non-affiliated third party loaned the Company $22,757.  The notes bear no interest, and are due on demand.

As of December 31, 2010 and 2009, accrued interest relating to the above loans was $10,270 and $7,645, respectively

Note 7 – Related party transactions

The Company issued 10,000,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $10,000.

During the year ended December 31, 2009, an officer and director of the Company donated cash in the amount of $300.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

During the year ended December 31, 2009, a former officer and director of the Company agreed to satisfy certain liabilities of the Company totaling $2,211.  The entire amount in considered to be donated, is not expected to be repaid and is considered to be additional paid-in capital.

On July 19, 2010, an officer and director of the Company donated cash in the amount of $100.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.

Note 8 – Fair Value Measurements

The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis.  The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations.  ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.  The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:


Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 8 – Fair Value Measurements (continued)

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.

The Company has no level 3 assets or liabilities.

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
 
$
14
   
$
-
   
$
-
   
$
14
 
Accounts payable
   
-
     
485
     
-
     
485
 
Notes payable
   
-
     
47,757
     
-
     
47,757
 

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2009:

   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
 
$
72
   
$
-
   
$
-
   
$
72
 
Accounts payable
   
-
     
485
     
-
     
485
 
Notes payable
   
-
     
38,698
     
-
     
38,698
 

Note 9 – Income Taxes

We are subject to United States income taxes.  To date, we have accumulated losses of $120,205, and therefore have paid no income tax.  We expect tax rates in the US to be approximately 34%.

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes.  Our deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards.  Our deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards.  NOL carry-forwards may be further limited by a change our ownership and other provisions of the tax laws.

The provision for refundable Federal income tax, using an effective tax rate of thirty-four percent (34%), consists of the following for the years ended December 31,:

   
2010
   
2009
 
Refundable Federal income tax attributable to:
           
Current operations
 
$
(4,400
)
 
$
(6,100
)
Change in deferred tax valuation allowance
   
4,400
     
6,100
 
Net refundable amount
   
-
     
-
 
 

Commercial E-Waste Management, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 9 – Income Taxes (continued)

The cumulative tax effect at the expected rate of thirty-four percent (34%) of significant items comprising our net deferred tax amount is as follows as of December 31,:

   
2010
   
2009
 
Deferred tax asset attributable to:
           
Net operating loss carryover
 
$
41,000
   
$
36,600
 
Less: Valuation allowance
   
(41,000
)
   
(36,600
)
Net deferred tax asset
   
 -
     
-
 

At December 31, 2010, we had an unused NOL carryover of approximating $120,205 that is available to offset future taxable income.

Note 10 – Subsequent Events

The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are no further material subsequent events to report.

 
F-15

 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information we are required to disclose in reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.  Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our Board of Directors were advised by Weaver & Martin, LLC, the Company’s independent registered public accounting firm, that during their performance of audit procedures for 2010 Weaver & Martin, LLC identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in the Company’s internal control over financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.  However, the size of the Company prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.  Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 
1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 
2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 
3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
 
 
-6-

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2010.

The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2010.  Management believes that the lack of a functioning audit committee did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.

Management’s Remediation Initiatives

In an effort to remediate the identified material weakness and enhance our internal controls, we plan to establish a formal audit committee of the Board of Directors.  We are also seeking an at least one additional person to serve as an outside Director, as well as sit on the audit committee, thereby providing oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 
-7-

 

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

None.
 
 
-8-

 

SIGNATURES
 
Pursuant to the requirements 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.
 
 
FluoroPharma Medical, Inc.
 
       
September 9, 2011
By:
/s/ Johan M. (Thijs) Spoor
 
   
Johan M. (Thijs) Spoor
 
   
Chief Executive Officer, President, Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer)
 
       
       
       
 

Pursuant to the requirements of Section 13 or 15(d) 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.


       
 
/s/Johan M. (Thijs) Spoor Johan M. (Thijs) Spoor
 
Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial & Officer)
 
September 9, 2011
         
/s/ David Elmaleh
David Elmaleh
 
Chief Scientific Officer and Chairman
 
September 9, 2011
         
/s/ Walter Witoshkin
Walter Witoshkin
 
Director
 
September 9, 2011