Attached files

file filename
EX-31 - EXHIBIT 31.2 - ANTIVIRAL TECHNOLOGIES, INC.exhibit312.htm
EX-32 - EXHIBIT 32.1 - ANTIVIRAL TECHNOLOGIES, INC.exhibit321.htm
EX-31 - EXHIBIT 31.1 - ANTIVIRAL TECHNOLOGIES, INC.exhibit311.htm
EX-32 - EXHIBIT 32.2 - ANTIVIRAL TECHNOLOGIES, INC.exhibit322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2014

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: 000-53449


ANTIVIRAL TECHNOLOGIES, INC.

 (Exact name of registrant as specified in its charter)


Nevada

 

26-1188469

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification Number)

 

Suite 1211, Tower II, Silvercord, 30 Canton Road,

Tsimshatsui, Kowloon, Hong Kong

(Address of principal executive offices)

(852) 2317 1291

(Registrant’s telephone number, including area code)


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 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.  [ X ] Yes   [ ] 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).  [ X ] Yes   [ ] No


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 [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]  (Do not check if a smaller reporting company)

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


As of March 31, 2014 the Issuer had 150,000,000 shares of common stock issued and outstanding.




i




INDEX

 

Page

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 (unaudited)

1

 

Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2014 and 2013 and from September 13, 2007 (Inception) to March 31, 2014 (unaudited)

2

 

Consolidated Statements of Stockholders' Deficit and Accumulated Other Comprehensive Deficit for the period September 13, 2007 (Inception) to March 31, 2014 (unaudited)

3

 

Consolidated Statements of Cash Flows for the Three Months ended March 31, 2014 and 2013 and from September 13, 2007 (Inception) to March 31, 2014 (unaudited)

4

 

Notes to Consolidated Financial Statements

5

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

17

 

 

 

Item 4.

Controls and Procedures

18

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1

Legal Proceedings

19

 

 

 

Item 1A

Risk Factors

19

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

19

 

 

 

Item 3

Defaults Upon Senior Securities

19

 

 

 

Item 4

Mine Safety Disclosures

19

 

 

 

Item 5

Other Information

19

 

 

 

Item 6.

Exhibits

19

 

 

 

SIGNATURES

20

 

 

 


ii




PART I   FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS.


ANTIVIRAL TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2014 AND DECEMBER 31, 2013

Currency stated in United States Dollars

 

 

 

 

 

 

 

 

 

 

 

March 31, 2014

 

December 31, 2013

 

Notes

 

(Unaudited)

 

(Audited)

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

399

 

$

499

Prepayments, deposit and other receivables

 

 

 

2

 

 

2

Total current assets

 

 

 

401

 

 

501

 

 

 

 

 

 

 

 

Non-Current Assets

 

 

 

 

 

 

 

Property, plant and equipment, net

6

 

 

476

 

 

642

Patents, net

7

 

 

488,562

 

 

483,015

Total non-current assets

 

 

 

489,038

 

 

483,657

 

 

 

 

 

 

 

 

Total Assets

 

 

$

489,439

 

$

484,158

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accruals and other payables

 

 

$

174,004

 

$

176,110

Amounts due to directors and officers

8

 

 

1,307,797

 

 

1,253,020

 

Amount due to the shareholder

9

 

 

1,764,504

 

 

1,737,628

Total Liabilities

 

 

$

3,246,305

 

$

3,166,758

 

 

 

 

 

 

 

 

Stockholders' deficit:

 

 

 

 

 

 

 

Preferred stock, par value $0.001, 20,000,000 shares authorized, no share issued as of March 31, 2014 and December 31, 2013

 

 

 

-

 

 

-

Common stock, $0.001 par value; 150,000,000 shares authorized; 150,000,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013.

 

 

$

150,000

 

$

150,000

Additional paid-in-capital

 

 

 

(144,858)

 

 

(144,858)

Accumulated other comprehensive income

 

 

 

(10,047)

 

 

(12,458)

Deficit accumulated during the development stage

 

 

 

(2,751,961)

 

 

(2,675,284)

 

 

 

 

 

 

 

 

Total stockholders' equity/(deficit)

 

 

 

(2,756,866)

 

 

(2,682,600)

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders' equity

 

 

$

489,439

 

$

484,158



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



1





ANTIVIRAL TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

AND FROM SEPTEMBER 13, 2007 (INCEPTION) TO MARCH 31, 2014

Unaudited, currency stated in United States Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period

 

 

Three Months ended

 

September 13, 2007

 

 

March 31,

 

(Inception to)

 

 

2014

 

2013

 

March 31, 2014

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Selling and distribution costs

 

 

-

 

 

85

 

 

53,827

General and administrative expenses

 

 

76,677

 

 

84,831

 

 

2,580,313

 

 

 

 

 

 

 

 

 

 

Loss from operations before other expense

 

 

(76,677)

 

 

(84,916)

 

 

(2,634,140)

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

-

 

 

-

 

 

(95,224)

Write off of bad debt

 

 

-

 

 

-

 

 

(3,585)

Preliminary expenses

 

 

-

 

 

-

 

 

(1,393)

Interest income

 

 

-

 

 

-

 

 

14,343

Interest expense

 

 

-

 

 

-

 

 

(31,962)

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(76,677)

 

 

(84,916)

 

 

(2,751,961)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Foreign currency translation gain / (loss)

 

 

2,411

 

 

2,533

 

 

(10,047)

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$

(74,266)

 

$

(82,383)

 

$

(2,762,008)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.00)

 

$

(0.00)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average number of common shares

 

 

150,000,000

 

 

150,000,000

 

 

149,043,915





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



2






ANTIVIRAL TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE DEFICIT

FOR THE PERIOD FROM SEPTEMBER 13, 2007 (INCEPTION) TO MARCH 31, 2014

Unaudited, currency stated in United States Dollars, except for number of shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Accumulated other

 

 

 

 

Total

 

 

Common stock

 

 

paid-in

 

comprehensive

 

 

Accumulated

 

stockholders'

 

 

Shares

 

 

Amount

 

 

capital

 

deficit

 

 

deficit

 

equity (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 13, 2007 (inception)

 

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

Issuance of founder shares

 

147,000,000

 

 

147,000

 

 

(146,999)

 

 

-

 

 

-

 

 

1

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

1,042

 

 

-

 

 

1,042

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(319,416)

 

 

(319,416)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2007

 

147,000,000

 

 

147,000

 

 

(146,999)

 

 

1,042

 

 

(319,416)

 

 

(318,373)

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

10

 

 

-

 

 

10

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(310,453)

 

 

(310,453)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2008

 

147,000,000

 

 

147,000

 

 

(146,999)

 

 

1,052

 

 

(629,869)

 

 

(628,816)

Reverse acquisition

 

3,000,000

 

 

3,000

 

 

2,141

 

 

-

 

 

-

 

 

5,141

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

492

 

 

-

 

 

492

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(462,012)

 

 

(462,012)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

150,000,000

 

 

150,000

 

 

(144,858)

 

 

1,544

 

 

(1,091,881)

 

 

(1,085,195)

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

2,600

 

 

-

 

 

2,600

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(441,291)

 

 

(441,291)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

150,000,000

 

 

150,000

 

 

(144,858)

 

 

4,144

 

 

(1,533,172)

 

 

(1,523,886)

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

(7,025)

 

 

-

 

 

(7,025)

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(402,884)

 

 

(402,884)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

150,000,000

 

 

150,000

 

 

(144,858)

 

 

(2,881)

 

 

(1,936,056)

 

 

(1,933,795)

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

(5,439)

 

 

-

 

 

(5,439)

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(363,282)

 

 

(363,282)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

150,000,000

 

$

150,000

 

$

(144,858)

 

$

(8,320)

 

$

(2,299,338)

 

$

(2,302,516)

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

(4,138)

 

 

-

 

 

(4,138)

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(375,946)

 

 

(375,946)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

150,000,000

 

$

150,000

 

$

(144,858)

 

$

(12,458)

 

$

(2,675,284)

 

$

(2,682,600)

Foreign currency translation adjustment

 

-

 

 

-

 

 

-

 

 

2,411

 

 

-

 

 

2,411

Net loss

 

-

 

 

-

 

 

-

 

 

-

 

 

(76,677)

 

 

(76,677)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2014

 

150,000,000

 

$

150,000

 

$

(144,858)

 

$

(10,047)

 

$

(2,751,961)

 

$

(2,756,866)

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




3





ANTIVIRAL TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

AND FROM SEPTEMBER 13, 2007 (INCEPTION) TO MARCH 31, 2014

Unaudited, currency stated in United States Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period

 

 

 

Three Months ended

September 30, 2007

 

 

 

March 31

 

(Inception) to

 

 

2014

 

2013

 

March 31, 2014

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(76,677)

 

$

(84,916)

 

$

(2,751,961)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Depreciation

 

 

162

 

 

327

 

 

10,290

Amortization

 

 

4,197

 

 

3,305

 

 

48,972

Written off on patents

 

 

-

 

 

(618)

 

 

54,223

Change in assets and liabilities:

 

 

 

 

 

 

 

 

 

Prepaid expenses, deposits

 

 

-

 

 

-

 

 

(2)

Other receivables

 

 

-

 

 

-

 

 

-

Accruals

 

 

(2,106)

 

 

16,420

 

 

173,514

Related party payables

 

 

-

 

 

-

 

 

490

Amounts due to directors and officers

 

 

55,173

 

 

54,271

 

 

1,149,462

Compensatory option issuances

 

 

-

 

 

-

 

 

560

Net cash generated/(used) in operating activities

 

 

(19,251)

 

 

(11,211)

 

 

(1,314,452)

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchase of plant and equipment

 

 

43

 

 

(16)

 

 

(10,986)

Patents filing costs

 

 

(9,723)

 

 

(10,126)

 

 

(591,802)

Net cash used in investing activities

 

 

(9,680)

 

 

(10,142)

 

 

(602,788)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Amount due to the stockholder

 

 

26,876

 

 

17,116

 

 

1,764,504

Director’s advancement

 

 

(396)

 

 

1,599

 

 

158,335

Sales of common stock

 

 

-

 

 

-

 

 

21,000

Net cash (used in) provided by financing activities

 

 

26,480

 

 

18,715

 

 

1,943,839

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

(2,451)

 

 

(2,638)

 

 

26,599

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

2,351

 

 

2,492

 

 

(26,200)

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents – beginning of period

 

 

499

 

 

699

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents – end of period

 

$

399

 

$

553

 

$

399

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

-

 

$

-

 

$

31,962

Income taxes paid

 

$

-

 

$

-

 

$

-



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



4




ANTIVIRAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2014   (UNAUDITED)

(Stated in US Dollars)



NOTE 1.  BASIS OF PRESENTATION


The accompanying unaudited financial statements of Antiviral Technologies, Inc. at March 31, 2014 and 2013 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2013. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended March 31, 2014 and 2013 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2013 balance sheet has been derived from the Company’s audited financial statements included in its annual report on Form 10-K for the year ended December 31, 2013.


NOTE 2.  ORGANIZATION AND PRINCIPAL ACTIVITY


Antiviral Technologies, Inc. (“the Company”) was incorporated in the state of Nevada on September 13, 2007, as Table Mesa Acquisitions, Inc., and on October 13, 2009, changed its name to Antiviral Technologies, Inc.  On October 14, 2009, the Company acquired Obio Pharmaceutical (H.K.) Ltd (“Obio HK”), and its wholly-owned subsidiary, Beijing Obio Pharmaceutical Co., Ltd (“Beijing Obio”) in a share exchange transaction (the “Share Exchange”). This transaction was accounted for as a “reverse merger” with Obio HK deemed to be the accounting acquirer and the Company as the legal acquirer.  Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements for periods prior to the Share Exchange are those of Obio HK, recorded at its historical cost basis. After completion of the Share Exchange, the Company’s consolidated financial statements include the assets and liabilities of the Company and Obio HK, the historical operations of Obio HK and the operations of the Company and its subsidiaries from the closing date of the Share Exchange.


Obio HK is a Hong Kong corporation which was formed on June 28, 1999 as Pacific Cosmos Investment Limited. After formation, it had several name changes including a change to J & P Capital (Hong Kong) Limited, on August 27, 1999, a change to Omega-Pharma (Hong Kong) Limited, on May 21, 2003, a change to Omega-BioPharma (HK) Limited, on December 10, 2003, and finally, a change to its current name, Obio Pharmaceutical (H.K.) Limited, on March 2, 2009.


Beijing Obio was incorporated under the laws of the PRC as a limited company on January 2, 2008.


The Company and its subsidiaries (hereinafter, collectively referred to as the “Group”) are engaged in human pharmaceutical research and development.


NOTE 3  CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS


Financial instruments which potentially expose the Company to concentrations of credit risk, consists of cash and other receivables as of March 31, 2014 and 2013. The Company performs ongoing evaluations of its cash position and credit evaluations to ensure collections and minimize losses.


As of March 31, 2014 and 2013, the Company’s bank deposits were all placed with banks in Hong Kong and the PRC where there is currently no rule or regulation in place for obligatory insurance of bank accounts.


The maximum amount of loss due to credit risk that the Company would incur if the counter parties to the financial instruments failed to perform is represented the carrying amount of each financial asset in the balance sheet.




5




NOTE 4  UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.


As of March 31, 2014, the Company has not generated any revenue and has incurred an accumulated deficit since inception totaling $2,751,961 at March 31, 2014 and its current liabilities exceed its current assets by $3,245,904. These financial statements do not include any adjustments relating to the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.


NOTE 5  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a)

Principles of consolidation


The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiary.  All significant inter-company balances and transactions are eliminated in consolidation.


The Company owned its subsidiary soon after its inception and continued to own the equity’s interests through March 31, 2014.  The following table depicts the identity of the subsidiary:


 

 

 

 

Attributable equity

 

Registered

Name of subsidiary

 

Place of Incorporation

 

interest %

 

capital

 

 

 

 

 

 

 

Obio Pharmaceutical (H.K.) Ltd

 

Hong Kong

 

100

 

$1

 

 

 

 

 

 

 

Beijing Obio Pharmaceutical Co., Ltd

 

PRC

 

100

 

$200,000


(b)

Use of estimates


The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.


(c)

Economic and political risks


The Company’s operation is conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.




6




(d)

Property, plant and equipment


Plant and equipment are carried at cost less accumulated depreciation.  Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:


Office equipment

5 years

Testing equipment

5 years


The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of operation.


(e)

Patents


Patents that are acquired by the Company and/or self-invented are stated as cost less accumulated amortization. Amortization is provided over the respective useful lives, using the straight-line method.  Estimated useful lives of the patents are 20 years from the date the patent is filed.


(f)

Accounting for the impairment of long-lived assets


The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.


During the reporting years, there was no impairment loss.


(g)

Cash and cash equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in the Hong Kong. The subsidiaries of the Company maintain bank accounts in Hong Kong and the PRC.


(h)

Income taxes


The Company accounts for income taxes in interim periods in accordance with ASC Topic 740, Income Taxes (“ASC 740”).  We have determined an estimated annual effective tax rate.  The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate.  As of March 31, 2014, the estimated effective tax rate for the year will be zero.


ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.


(i)

Foreign currency translation


The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Hong Kong Dollar (HKD) and Renminbi (RMB). The consolidated financial statements are translated into United States dollars from RMB at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.




7




The exchange rates used to translate amounts in HKD and RMB into USD for the purposes of preparing the consolidated financial statements were as follows:


 

 

March 31, 2014

 

December 31, 2013

 

March 31, 2013

Twelve months ended

HKD : USD exchange rate

 

 

 

7.7548

 

 

Three months ended

HKD : USD exchange rate

 

7.7584

 

 

 

7.7641

Average three months ended

HKD : USD exchange rate

 

7.75922

 

 

 

7.75613


 

 

March 31, 2014

 

December 31, 2013

 

March 31, 2013

Twelve months ended

RMB : USD exchange rate

 

 

 

6.1140

 

 

Three months ended

RMB : USD exchange rate

 

6.1644

 

 

 

6.2816

Average three months ended

RMB : USD exchange rate

 

6.11985

 

 

 

6.28582


The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC.


(j)

Per Share Information


Earnings per share are based on the weighted average number of shares outstanding during the period after consideration of the dilutive effect, if any, for common stock equivalents, including stock options, restricted stock, and other stock-based compensation. Earnings per common share are computed in accordance with ASC Topic 260, Earnings Per Share, which requires companies to present basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive securities outstanding during the year.  We had a net loss for the three-month periods ended March 31, 2014 and 2013, and accordingly, any outstanding equivalents would be anti-dilutive.


(k)

Recent Accounting Guidance


In January 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification™ (Codification) or subject to a master netting arrangement or similar agreement. The FASB undertook this clarification project in response to concerns expressed by U.S. stakeholders about the standard’s broad definition of financial instruments. After the standard was finalized, companies realized that many contracts have standard commercial provisions that would equate to a master netting arrangement, significantly increasing the cost of compliance at minimal value to financial statement users. An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11.


In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU improves the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other



8




comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP.


The new amendments will require an organization to:

l

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.

l

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.


The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). A private company is required to meet the reporting requirements of the amended paragraphs about the roll forward of accumulated other comprehensive income for both interim and annual reporting periods. However, private companies are only required to provide the information about the effect of reclassifications on line items of net income for annual reporting periods, not for interim reporting periods. The amendments are effective for reporting periods beginning after December 15, 2012, for public companies and are effective for reporting periods beginning after December 15, 2013, for private companies. Early adoption is permitted.


In February 2013, FASB issued Accounting Standards Update (ASU) No. 2013-03, Financial Instruments (Topic 825). This ASU clarifies the scope and applicability of a disclosure exemption that resulted from the issuance of Accounting Standards Update No. 2011-04,Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendment clarifies that the requirement to disclose "the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (Level 1, 2, or 3)" does not apply to nonpublic entities for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. This ASU is the final version of Proposed Accounting Standards Update 2013-200—Financial Instruments (Topic 825) which has been deleted. The amendments are effective upon issuance.


In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This ASU provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU’s scope that exist at the beginning of an entity’s fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this ASU) and should disclose that fact. Early adoption is permitted.


In March 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-05, Foreign Currency Matters (Topic 830). This ASU resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business



9




(other than a sale of in substance real estate or conveyance of oil and gas mineral rights)within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This ASU is the final version of Proposed Accounting Standards Update EITF11Ar—Foreign Currency Matters (Topic 830), which has been deleted. The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. For nonpublic entities the amendments in this Update are effective prospectively for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity’s fiscal year of adoption.


In April 2013, FASB Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) - Services Received from Personnel of an Affiliate. This ASU specifies the guidance that not-for-profit entities apply for recognizing and measuring services received from personnel of an affiliate. More specifically, the amendments in this ASU apply to not-for-profit entities, including not-for-profit, business-oriented health care entities that receive services from personnel of an affiliate that directly benefit the recipient not-for-profit entity and for which the affiliate does not charge the recipient not-for-profit entity. The amendments in this ASU require a recipient not-for-profit entity to recognize all services received from personnel of an affiliate that directly benefit the recipient not-for-profit entity. Those services should be measured at the cost recognized by the affiliate for the personnel providing those services. However, if measuring a service received from personnel of an affiliate at cost will significantly overstate or understate the value of the service received, the recipient not-for-profit entity may elect to recognize that service received at either: (a) the cost recognized by the affiliate for the personnel providing that service or; (b) the fair value of that service. The amendments in this ASU are effective prospectively for fiscal years beginning after June 15, 2014, and interim and annual periods thereafter. A recipient not-for-profit entity may apply the amendments using a modified retrospective approach under which all prior periods presented upon the date should be adjusted, but no adjustment should be made to the beginning balance of net assets of the earliest period presented. Early adoption is permitted.


In April 2013, FASB Accounting Standards Update 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. This ASU clarifies when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. Liquidation is the process by which a company converts its assets to cash or other assets and settles its obligations with creditors in anticipation of ceasing all of its activities. An organization in liquidation must prepare its financial statements using a basis of accounting that communicates information to users of those financial statements to enable those users to develop expectations about how much the organization will have available for distribution to investors after disposing of its assets and settling its obligations. The ASU requires organization to prepare its financial statements using the liquidation basis of accounting when liquidation is “imminent.” Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces (e.g., involuntary bankruptcy). In cases where a plan for liquidation was specified in the organization’s governing documents at inception (e.g., limited-life entities), the organization should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified in the organization’s governing documents. The ASU requires financial statements prepared using the liquidation basis to present relevant information about a company’s resources and obligations in liquidation, including the following:

l

The organization’s assets measured at the amount of the expected cash proceeds from liquidation, including any items it had not previously recognized under U.S. GAAP that it expects to either sell in liquidation or use in settling liabilities (e.g., trademarks).

l

The organization’s liabilities as recognized and measured in accordance with existing guidance that applies to those liabilities.

l

Accrual of the costs it expects to incur and the income it expects to earn during liquidation, including any anticipated disposal costs.


This ASU is effective for interim and annual reporting periods beginning after December 15, 2013, with early adoption permitted.



10





In June 2013, FASB Accounting Standards Update 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. This ASU sets forth a new approach for determining whether a public or private company is an investment company. The ASU also clarifies the characteristics and sets measurement and disclosure requirements for an investment company. The ASU is effective for fiscal years beginning after December 15, 2013. Early adoption is not allowed.


This guidance is a result of the efforts of the FASB and the IASB to develop a consistent approach for determining whether a company is an investment company, for which fair value of investments is the most relevant measurement for the company’s financial statement users. The ASU affects the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP.

Under the ASU, a company regulated under the Investment Company Act of 1940 is considered an investment company for accounting purposes. All other companies must assess whether they have the following characteristics to be considered an investment company:

(a) The company obtains funds from investor(s) and provides the investor(s) with investment management services;

(b) The company commits to its investor(s) that its business purpose and only substantive activities are investing the funds for returns solely from capital appreciation, investment income, or both;

(c) The company or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests or that are other than capital appreciation or investment income;

(d) The company has multiple investments;

(e) The company has multiple investors;

(f) The company has investors that are not related to the parent or investment manager;

(g) The company’s ownership interests are in the form of equity or partnership interests; and

(h) The company manages substantially all of its investments on a fair value basis.


To be considered an investment company, a company must have all the fundamental characteristics of (a) through (c) above. Typically, an investment company also has characteristics (d) through (h). However, if a company does not possess one or more of the typical characteristics, it must apply judgment and determine, considering all facts and circumstances, how its activities continue to be consistent (or are not consistent) with those of an investment company.


An investment company also will be required to measure noncontrolling ownership interests in other investment companies at fair value rather than using the equity method of accounting. In addition, an investment company will be required to make the following additional disclosures: (a) the fact that the company is an investment company and is applying specialized guidance; (b) information about changes, if any, in a company’s status as an investment company; and (c) information about financial support provided or contractually required to be provided by an investment company to any of its investees.


In July 2013, The FASB has published Accounting Standards Update 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04. This ASU defers indefinitely certain disclosures about investments held by nonpublic employee benefit plans in their plan sponsors’ own nonpublic equity securities. The ASU was approved by the FASB on June 12, 2013. ASU No. 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04, applies to disclosures of certain quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for investments held by certain employee benefit plans.


In July 2013, The FASB has issued Accounting Standards Update (ASU) No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU permit the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to UST and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges.

Before the amendments in this ASU, only UST and, for practical reasons, the LIBOR swap rate, were considered benchmark interest rates. Including the Fed Funds Effective Swap Rate (OIS) as an acceptable U.S. benchmark interest



11




rate in addition to UST and LIBOR will provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance.


The amendments apply to all entities that elect to apply hedge accounting of the benchmark interest rate. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.


In July 2013, The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force).


U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.


This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted.


In March 2014, FASB has issued Accounting Standards Update (ASU) No. 2014-07, Applying Variable Interest Entities Guidance to Common Control Leasing Arrangements. The guidance addresses the consolidation of lessors in certain common control leasing arrangements and is based on a consensus reached by the Private Company Council (PCC). Under current U.S. GAAP, a company is required to consolidate an entity in which it has a controlling financial interest. The assessment of controlling financial interest is performed under either: (a) a voting interest model; or (b) a variable interest entity model. In a variable interest entity model, the company has a controlling financial interest when it has: (a) the power to direct the activities that most significantly affect the economic performance of the entity; and (b) the obligation to absorb losses or the right to receive benefits of the entity that could be potentially significant to the entity. To determine which model applies, a company preparing financial statements must first determine whether it has a variable interest in the entity being evaluated for consolidation and whether that entity is a variable interest entity. If elected, the accounting alternative should be applied to all leasing arrangements meeting the above conditions. The alternative should be applied retrospectively to all periods presented, and is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. Early application is permitted for all financial statements that have not yet been made available for issuance.


Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.




12




NOTE 6  PROPERTY, PLANT AND EQUIPMENT, NET


Property and equipment is summarized as follows:

 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

-------------------------------

 

-------------------------------

Cost

 

 

 

 

 

 

 

 

 

Plant and Machinery

$

3,891

$

3,893

Furniture, fixture and equipment

 

1,810

 

1,825

Office equipment

 

5,285

 

5,311

 

 

-----------------------

 

-----------------------

 

 

10,986

 

11,029

Accumulated depreciation

 

(10,510)

 

(10,387)

 

 

-----------------------

 

-----------------------

 

 

 

 

 

 

$

476

$

642

 

 

==============

 

==============


Depreciation expenses included in the general and administrative expenses for the three months ended March 31, 2014 and for the year ended December 31, 2013 were $162 and $995.


NOTE 7  PATENTS, NET


Patents are summarized as follows:


 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

-------------------------------

 

-------------------------------

Cost

 

 

 

 

 

 

 

 

 

Patents

$

470,555

$

460,801

License

 

67,024

 

67,055

 

 

-----------------------

 

-----------------------

 

 

537,579

 

527,856

Accumulated amortization

 

(49,017)

 

(44,841)

 

 

-----------------------

 

-----------------------

 

 

 

 

 

 

$

488,562

$

483,015

 

 

==============

 

==============


Amortization included in the general and administrative expenses for the three months ended March 31, 2014 and for the year ended December 31, 2013 were $4,197 and $15,162.


Written off on patents included in the general and administrative expenses for the period September 13, 2007 (Inception) to March 31, 2014 was $54,224.


NOTE 8  AMOUNTS DUE TO DIRECTORS AND OFFICERS


Amounts due to directors and officers were the amount due to Mr. Francis Chi, Director, Dr. Bill Piu Chan, Director and Chief Executive Officer, Mr. Kin Chung Cheng, Director and Chief Financial Officer and Dr. Jess Gilbert Thoene, Director and Chief Technical Officer and was unsecured, interest free and repayable upon completion of any fund raising exercise of Obio HK or ATI. The balances due to directors and officers are $1,307,797 and $1,253,020 as of March 31, 2014 and December 31, 2013 respectively.




13




NOTE 9  AMOUNT DUE TO THE STOCKHOLDER


Amount due to the stockholder was unsecured, interest free and does not have a fixed repayment date.


NOTE 10  COMMON STOCK


As a result of the share exchange transaction on October 14, 2009, which is being accounted for as a “reverse merger,” the Group’s capital structure has changed. Following completion of the share exchange transaction, the Company has a total of 150,000,000 shares of $0.001 par value common stock issued and outstanding.  Common stock recorded was $150,000 with additional paid-in capital of ($144,858).


NOTE 11  RELATED PARTY TRANSACTIONS


In the normal course of its business, the group carried out the following related party transactions during the three months ended March 31, 2014 and 2013.


 

 

For the three months ended

 

 

March 31, 2014

 

March 31, 2013

 

 

 

 

 

Company secretarial fee paid to related parties (a)

$

507

$

503

 

 

 

 

 

 

 

 

 

 


(a)

The company secretarial fee was paid to related companies controlled by Chan Kin Man, Eddie, a director of the stockholder.


NOTE 12  FAIR VALUE OF FINANCIAL INSTRUMENTS


ASC Topic 820, “Fair Value Measurements and Disclosures” ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:


Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 - Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.


The Company’s financial instruments consist of cash and cash equivalents, payables, and amounts due to officers, directors and stockholder. The carrying values of cash and cash equivalents, payables, and amounts due to officers, directors and stockholder approximate their fair value due to their short maturities.


NOTE 13  SEGMENT INFORMATION


The Company is principally engaged in business of human pharmaceutical research and development.  No significant revenues are derived during the reporting periods. Accordingly, no analysis of the Company’s sales and assets by geographical market is presented.




14




NOTE 14 SUBSEQUENT EVENTS


In preparing these financial statements, the Company evaluated the events and transactions that occurred from April 1, 2014, through May 13, 2014, the date these financial statements were issued. The Company has made the required additional disclosures in reporting periods in which subsequent events occur.




15




ITEM 2.   MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS


CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.


Overview


History


The Registrant was incorporated in the state of Nevada on September 13, 2007, as Table Mesa Acquisitions, Inc., and on October 13, 2009, changed its name to Antiviral Technologies, Inc..  On October 14, 2009, the Registrant acquired Obio Pharmaceutical (H.K.) Limited, and its wholly-owned subsidiary, Beijing Obio Pharmaceutical Co., Ltd. in a share exchange transaction.  This transaction was accounted for as a “reverse merger” with Obio HK deemed to be the accounting acquirer and the Registrant as the legal acquirer.  Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements for periods prior to the share exchange transaction are those of Obio HK, recorded at its historical cost basis. Following completion of the share exchange transaction, the Registrant’s consolidated financial statements include the assets and liabilities of both the Registrant and Obio HK, the historical operations of Obio HK and the operations of the Registrant and its subsidiaries from October 14, 2009, the closing date of the share exchange transaction.


Corporate Background


We are a development stage biotechnology company utilizing Cysteamine compositions in the development of antiviral drugs for human application.  We have been assigned rights in certain patents and have obtained licenses to use certain technology owned by Walcom Group Limited.  The rights assigned or licensed to us by Walcom include its proprietary micro-encapsulation technology for cysteamine. We intend to use the rights assigned or licensed to us by Walcom Group, which were developed by Walcom Group for use in develop of products for animals, in conjunction with efforts to develop products for human application.  


Because we are in the development stage of operations the relationships between revenue, cost of revenue, and operating expenses reflected in our financial statements are not necessarily indicative of the relationship between and among such items as we expand and as we progress towards operations. Accordingly, there is currently no basis upon which we are able to provide a meaningful comparison of our results of operation for one period as compared to another period.



16




Liquidity and Capital Resources


As of March 31, 2014, we had current assets of $401 consisting of cash and cash equivalents of $399 as well as deposits and prepayments of $2.  As of March 31, 2014, our total assets were $489,439, consisting primarily of the net value of patents of $488,562.


As of March 31, 2014, our current liabilities were $3,246,305, consisting of amounts due to our majority shareholder and directors/officers in the amounts of $1,764,504 and $1,307,797 respectively, which are unsecured, interest free and repayable upon demand.


As described more fully below under Plan of Operations, our plan of operations calls for significant expenditures in connection with conducting additional research and development activities and conducting clinical trials TG 21.


Plan of Operations


Our plan of operations for the fiscal year ending December 31, 2014, is to continue to seek for additional funding to conduct additional research and development activities regarding TG 21 and other potential antiviral solutions for various viruses.


We currently estimate that we will require approximately US$7 million to conduct initial clinical trials and the additional research and development activities described above, and approximately US$3 million for working capital purposes.  We do not currently have any arrangements in place to obtain the necessary financing for these activities and may not be able to find such financing on terms which are acceptable to us. We believe the most likely source of additional financing presently available to us is through sale of equity capital after, or in conjunction with, the process of establishing a public trading market for our shares.  There can be no assurance that a trading market will be established, or we will be able to raise additional capital on terms we consider satisfactory, either after, or in conjunction with, the establishment of a trading market for our shares.


We have no current sources of liquidity other than cash on hand. To date, our limited operations have been funded primarily through advances received from our majority shareholder.  However, our shareholder is not obligated to continue to make such advances, and there is no assurance it will continue to do so.  We do not have in place any line of credit or other credit facility, and our lack of revenue and our assets with which to be collateralized of a loan would make borrowings from conventional financial institutions or funds a difficulty.  For this reason, we believe that the most feasible source of funds currently available to us is from the offer and sale of equity securities, or debt securities convertible into equity securities either after, or in conjunction with, the establishment of a public trading market for our shares.


Going Concern Consideration


The Company is a development stage company. The Company incurred a net loss of $76,677 for the three months ended March 31, 2014 and has an accumulated net loss of $2,751,961 as at March 31, 2014. The Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. Failure to secure such financing and to raise additional equity capital may result in the Company depleting its available funds and not being able to pay its obligations. These financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not Applicable





17




ITEM 4.  CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures


The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.


As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  


Changes in Internal Control over Financial Reporting


There was no change in the Company's internal control over financial reporting during the period ended March 31, 2014, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.




18




PART II   OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS


The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.


ITEM 1A. RISK FACTORS


Smaller reporting companies are not required to provide the information required by this item.


ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.   MINE SAFETY DISCLOSURES.


N/A


ITEM 5.   OTHER INFORMATION.


None.


ITEM 6.   EXHIBITS.


 3.1

Original Articles of Incorporation filed with the State of Nevada on September 13, 2007, incorporated by reference from exhibit to Form 10 filed with the Securities and Exchange Commission on October 8, 2008 (incorporated by reference from exhibit to Form 8-K filed with the Securities and Exchange Commission on October 22, 2009).

 3.2

Bylaws incorporated by reference from exhibit to Form 10 filed with the Securities and Exchange Commission on October 8, 2008 (incorporated by reference from exhibit to Form 8-K filed with the Securities and Exchange Commission on October 22, 2009).

 31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 101

SCH XBRL Schema Document.*

 101

INS XBRL Instance Document.*

 101

CAL XBRL Taxonomy Extension Calculation Linkbase Document.*

 101

LAB XBRL Taxonomy Extension Label Linkbase Document*

 101

PRE XBRL Taxonomy Extension Presentation Linkbase Document*

 101

DEF XBRL Taxonomy Extension Definition Linkbase Document*


* filed herewith




19




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.





ANTIVIRAL TECHNOLOGIES, INC.






By:

/s/ Patricia Yee Ying LEUNG

--------------------------------------------------

Patricia Yee Ying LEUNG, Chief Executive Officer

Date:   May 13, 2014.






By:

/s/ Kin Chung CHENG

-------------------------------------------------------

Kin Chung CHENG, Chief Financial Officer

Date:   May 13, 2014.





20