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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Amendment No. 1
to
FORM 10-K
(Mark One) 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2012
 
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: 000-54059
 
VIROLAB, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
 
27-2787170
State or other jurisdiction of incorporation or organization
 
(I.R.S. Employer Identification No.)
     
1840 Gateway Drive, Suite 200, Foster City, California
 
94404
(Address of principal executive office)
 
(Zip Code)
  
Registrant’s telephone number, including area code   (650) 283-2653
 
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class
 
Name of Each Exchange on Which Registered
None
 
None
 
Securities registered pursuant to Section 12(g) of the act:  Common Stock, par value $0.0001 per share
 
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨  No  x
 
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ¨
 
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  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.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
   
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No  x
 
The aggregate market value of the voting stock held by non-affiliates of the registrant was $0 as of March 31, 2012 because there was no trading market for the registrant’s securities and all outstanding stock was owned by an affiliate.
 
On August 24, 2012, there were 25,350,000 shares of the registrant’s common stock outstanding.
 
 
 

 
 
EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to Virolab, Inc. Annual Report on Form 10-K for the period ended March 31, 2012, filed with the Securities and Exchange Commission on August 24, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
 
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, and does not modify or update in any way disclosures made in the original Form 10-K.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 
 

 
 
 
ITEM 6. EXHIBITS.
 
     
 
Incorporated by Reference
 
 
Filed Herewith
 
Exhibit
No.
 
Description
 
 
Form
Exhibit Number in form
 
 
Date of Filing
 
 
3.1    
  
Certificate of Incorporation
 
10
 
3.1
 
7/30/2010
   
 
3.2    
  
Certificate of Amendment of Certificate of Incorporation
 
8-K
 
3.1
 
4/18/2011
   
 
3.3    
  
Bylaws of the Company
 
10
 
3.2
 
7/30/2011
   
 
10.1   
  
 
Subscription Agreement for sale of common stock to Virolab S de RL de CV, dated as of February 27, 2011
 
8-K
 
10.1
 
3/2/2011
   
 
10.2   
  
 
Consulting Agreement by and among the Company and Accelerated Venture Partners, LLC, dated as of February 27, 2011
 
 
8-K
 
 
10.4
 
 
3/2/2011
   
 
10.3  
 
 
Licensing Agreement by and among the Company and Virolab Nevada, LLC, dated as of March 8, 2011
 
8-K
 
10.1
 
3/18/2011
   
 
10.4   
 
Employment Agreement between the Company and James A.D. Smith, dated as of April 15, 2011 *
 
8-K
 
10.1
 
4/18/2011
   
 
10.5   
 
 
Employment Agreement between the Company and Matthew M. Loar, dated as of May 23, 2011 *
 
8-K
 
10.1
 
5/26/2011
   
 
10.6   
  
2011 Employee, Director and Consultant Stock Plan *
 
10-K
10.6
6/29/11
 
 
 
 
               
        10.7   
 
Licensing Agreement by and among the Company and Virolab Nevada, LLC, dated as of July 12, 2012
     
 
 
 
24.1   
  
Powers of Attorney. (Contained on Signature Page)
     
 
 
 
 
31.1   
  
 
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
 
 
 
 
31.2  
 
 
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
 
 
 
 
32.1   
  
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
 
 
 
 
               
101*     XBRL Reports         X  
_______________
 
* Filed herewith.
 
 
 

 
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: Novtember 13, 2012
     
 
VIROLAB, INC.
 
       
 
By:
/s/ Ricardo Rosales
 
 
Chief Executive Officer and Chairman
(Principal Executive Officer and Financial and Accounting Officer))