10-Q 1 edgarform10q_12312012.htm MLPH FORM 10 Q 2012-12-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
	X		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarter period ended September 30, 2012
			For the quarter period ended December 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 000-50156
MOLECULAR PHARMACOLOGY (USA) LIMITED
(Exact name of registrant as specified in its charter)
NEVADA				71-0900799
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
Drug Discovery Centre 284 Oxford Street, Leederville 6007 Perth, Western Australia
(Address of principal executive offices)					(Zip Code)
011-61-8-9443-3011
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and formal fiscal year, if changed since last report)
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 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 (§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).
Not applicable - Issuer does not have a Web site						Yes o		No o
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non accelerated filer, or a small 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 (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 o

No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court

Yes o

No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

111,553,740 common shares issued and outstanding as of November 7, 2012.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o

No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Yes o

No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

111,553,740 common shares issued and outstanding as of February 8, 2013.

MOLECULAR PHARMACOLOGY (USA) LIMITED Form 10-Q ~~September~~December 3031, 2012

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1.	Interim Consolidated Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
SIGNATURES		32

PART I – FINANCIAL INFORMATION


Item 1.	Interim Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

SIGNATURES		31

iii

PART 1 - FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements.

The information in this report for the ~~three~~six months ended ~~September~~December 3031, 2012, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Molecular Pharmacology (USA) ~~Limited~~ Limited ("Molecular USA" or the "Company") considers necessary for a fair ~~presentation~~ presentation of the financial position, results of operations, changes in stockholders' deficiency and cash flows for those periods.

The ~~interim~~ interim consolidated financial statements should be read in conjunction with ~~Molecular~~ Molecular USA's consolidated financial statements and the notes thereto contained in Molecular USA's Audited Financial Statements for the year ended June 30, 2012, in the Form 10K filed with the SEC on August 22, 2012.

Interim results are not necessarily indicative of results for the full fiscal year.

The ~~unaudited~~ unaudited interim consolidated financial statements start on the next page.

Molecular Pharmacology (USA) Limited

(A Development Stage Company)

Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

3031 ~~September~~December 2012

Molecular Pharmacology (USA) Limited

(A Development Stage Company)

Interim Consolidated Balance Sheets

(Expressed in U.S. Dollars)

As at 31 December 2012 As at 30 June 2012 (~~Unaudited~~Audited) $ $ Assets Current Cash and cash equivalents 5,994 2,572 Amounts receivable 7,521 5,110 13,515 7,682 Equipment (Note 4) 166 1,159 13,681 8,841 Liabilities Current Accounts payable and accrued liabilities (Note 5) 7,184 19,252 Due to related parties (Note 6) 2,220,112 2,069,448 2,227,296 2,088,700 Stockholders’ deficiency Capital stock (Note 7) Authorized 300,000,000 common shares, par value $0.001 Issued and outstanding 31 December 2012 – 111,553,740 common shares, par value $0.001 30 June 2012 – 111,553,740 common shares, par value $0.001 111,554 111,554 Additional paid-in capital 106,707 106,707 Cumulative translation adjustment (478,835) (446,072) Deficit, accumulated during the development stage (1,954,041) (1,852,048) (2,213,615) (2,079,859) 13,681 8,841

	As at 30 September 2012	As at 30 June 2012 (Audited)
	$	$
Assets
Current
Cash and cash equivalents	11,443	2,572
Amounts receivable	6,848	5,110
	18,291	7,682
Equipment (Note 4)	1,073	1,159
	19,364	8,841
Liabilities
Current
Accounts payable and accrued liabilities (Note 5)	18,300	19,252
Due to related parties (Note 6)	2,163,953	2,069,448
	2,182,253	2,088,700
Stockholders' deficiency
Capital stock (Note 7)
Authorized
300,000,000 common shares, par value $0.001
Issued and outstanding
30 September 2012 - 111,553,740 common shares, par value $0.001
30 June 2012 - 111,553,740 common shares, par value $0.001	111,554	111,554
Additional paid-in capital	106,707	106,707
Cumulative translation adjustment	(477,006)	(446,072)
Deficit, accumulated during the development stage	(1,904,144)	(1,852,048)
	(2,162,889)	(2,079,859)
	19,364	8,841

Nature and Continuance of Operations (Note 1)

~~Nature~~On ~~and~~behalf ~~Continuance~~ of ~~Operations~~ ~~(Note~~the 1) Board:

On/s/ Jeffery ~~behalf of~~Edwards ~~the Board:~~Director

~~/s/~~ Jeffery Edwards ~~Director 9;~~

The accompanying notes are an integral part ~~Jeffery Edwards~~ of these interim consolidated financial statements.

~~The accompanying notes are an integral part~~ ~~of these interim consolidated financial statements.~~3

3 Molecular Pharmacology (USA) Limited

~~Molecular~~(A Development ~~Pharmacology~~Stage ~~(USA~~Company) ~~Limited~~

(AInterim ~~Development~~Consolidated ~~Stage~~Statements ~~Company)~~of Operations

~~Interim~~(Expressed ~~Consolidated Statements~~in ofU.S. ~~Operations~~Dollars)

(~~Expressed in U.S. Dollars~~Unaudited)

For the period from the date of inception on 14 July 2004 to 31 December 2012 For the three month period ended 31 December 2012 For the three month period ended 31 December 2011 For the six month period ended 31 December 2012 For the six month period ended 31 December 2011 $ $ $ $ $ Expenses Advertising and promotion 23,739 - - - - Amortization (~~Unaudited~~Note 4) 6,861 84 112 170 225 Analysis 33,947 - - - - Consulting (Note 6) 1,354,259 30,638 41,669 64,118 60,133 Office and miscellaneous (Note 6) 234,313 6,786 6,128 15,780 10,573 Professional fees 379,326 10,566 6,563 19,743 10,813 Public relations 3,656 - - - - Rent (Note 6) 27,759 - - - - Salaries and benefits 44,464 - - - - Transfer agent and filing fees 17,172 - - - - Travel 111,693 - - 359 - Net loss before other items (2,237,189) (48,074) (54,472) (100,170) (81,744) Other items Export market development grants 69,629 - - - - Loss on write-off of equipment (823) (823) - (823) - Interest income 2,322 - - - - Research and development tax refund 213,020 - - - - Net loss for the period (1,953,041) (48,897) (54,472) (100,993) (81,744) Basic and diluted loss per common share (0.001) (0.001) (0.001) (0.001) Weighted average number of common shares used in per share calculations 111,553,740 111,553,740 111,553,740 111,553,740 Comprehensive loss Net loss for the period (1,953,041) (48,897) (54,472) (100,993) (81,744) Foreign currency translation adjustment (478,835) (1,829) (94,964) (32,763) 63,604 Total comprehensive loss for the period (2,431,876) (50,726) (149,436) (133,756) (18,140) Basic and diluted comprehensive loss per common share (0.001) (0.001) (0.001) (0.001)

	For the period from the date of inception on 14 July 2004 to September 30 2012	For the three month period ended 30 September 2012	For the three month period ended 30 September 2011
	$	$	$
Expenses
Advertising and promotion	23,739	-	-
Amortization (Note 4)	6,777	86	113
Analysis	33,947	-	-
Consulting (Note 6)	1,323,621	33,480	18,464
Office and miscellaneous (Note 6)	227,527	8,994	4,445
Professional fees	368,760	9,177	4,250
Public relations	3,656	-	-
Rent (Note 6)	27,759	-	-
Salaries and benefits	44,464	-	-
Transfer agent and filing fees	17,172	-	-
Travel	111,693	359	-
Net loss before other items	(2,189,115)	(52,096)	(27,272)
Other items
Export market development grants	69,629	-	-
Interest income	2,322	-	-
Research and development tax refund	213,020	-	-
Net loss for the period	(1,904,144)	(52,096)	(27,272)
Basic and diluted loss per common share		(0.001)	(0.001)
Weighted average number of common shares used in per share calculations		111,553,740	111,553,740
Comprehensive loss
Net loss for the period	(1,904,144)	(52,096)	(27,272)
Foreign currency translation adjustment	(477,006)	(30,934)	158,568
Total comprehensive loss for the period	(2,381,150)	(83,030)	131,296
Basic and diluted comprehensive loss per common share		(0.001)	0.001

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

~~The accompanying notes are an integral part~~ ~~of these interim consolidated financial statements.~~4

Molecular Pharmacology (USA) 4Limited

~~Molecular~~(A ~~Pharmacology~~Development ~~(USA~~Stage Company) ~~Limited~~

(AInterim Consolidated ~~Development~~Statements ~~Stage~~of ~~Company)~~Cash Flows

~~Interim~~(Expressed ~~Consolidated~~in ~~Statements~~U.S. ~~of Cash Flows~~Dollars)

(~~Expressed in U.S. Dollars~~Unaudited)

For the period from the date of inception on 14 July 2004 to 31 December 2012 For the three month period ended 31 December 2012 For the three month period ended 31 December 2011 For the six month period ended 31 December 2012 For the six month period ended 31 December 2011 $ $ $ $ $ Cash flows used in operating activities Net loss for the period (~~Unaudited~~1,953,041) (48,897) (54,472) (100,993) (81,744) Adjustments to reconcile net loss to cash used by operating activities Amortization 6,861 84 112 170 225 Write-down of intangible assets 1,278 - - - - Write-off of equipment 823 823 - 823 - Changes in operating assets and liabilities Increase in amounts receivable (5,295) (673) (1,791) (2,411) (2,427) Increase in prepaid expenses - - (1,376) - (1,376) Decrease in accounts payable and accrued liabilities (40,233) (11,116) (3,719) (12,068) (6,662) (1,989,607) (59,779) (61,246) (114,479) (91,984) Cash flows from investing activities Purchase of equipment (7,850) - - - - Purchase of intangible assets (1,278) - - - - Cash acquired on the purchase of Molecular Pharmacology (USA) Limited 37,163 - - - - 28,035 - - - - Cash flows from financing activities Common shares issued for cash 234,497 - - - - Increase in due to related parties 2,211,904 56,159 155,225 150,664 29,739 2,446,401 56,159 155,225 150,664 29,739 Effect of exchange rate changes on cash (478,835) (1,829) (94,964) (32,763) 63,604 Increase (decrease) in cash and cash equivalents 5,994 (5,449) (985) 3,422 1,359 Cash and cash equivalents, beginning of period - 11,443 11,019 2,572 8,675 Cash and cash equivalents, end of period 5,994 5,994 10,034 5,994 10,034

	For the period from the date of inception on 14 July 2004 to 30 September 2012	For the three month period ended 30 September 2012	For the three month period ended 30 September 2011
	$	$	$
Cash flows used in operating activities
Net loss for the period	(1,904,144)	(52,096)	(27,272)
Adjustments to reconcile loss to net cash used by operating activities
Amortization	6,777	86	113
Write-down of intangible assets	1,278	-	-
Changes in operating assets and liabilities
Increase in amounts receivable	(4,622)	(1,738)	(636)
Decrease in accounts payable and accrued liabilities	(29,117)	(952)	(2,943)
	(1,929,828)	(54,700)	(30,738)
Cash flows from investing activities
Purchase of equipment	(7,850)	-	-
Purchase of intangible assets	(1,278)	-	-
Cash acquired on the purchase of Molecular Pharmacology (USA) Limited	37,163	-	-
	28,035	-	-
Cash flows from (used in) financing activities
Common shares issued for cash	234,497	-	-
Increase (decrease) in due to related parties	2,155,745	94,505	(125,486)
	2,390,242	94,505	(125,486)
Effect of exchange rate changes on cash	(477,006)	(30,934)	158,568
Increase in cash and cash equivalents	11,443	8,871	2,344
Cash and cash equivalents, beginning of period	-	2,572	8,675
Cash and cash equivalents, end of period	11,443	11,443	11,019

Supplemental Disclosures with Respect to Cash Flows (Note 10)

~~Supplemental~~The ~~Disclosures~~accompanying ~~with Respect~~notes toare ~~Cash~~an ~~Flows~~integral part ~~(Note~~of ~~10)~~these interim consolidated financial statements.

~~The accompanying notes are an integral part~~ ~~of these interim consolidated financial statements.~~5

Molecular Pharmacology (USA) 5Limited

~~Molecular~~(A ~~Pharmacology~~Development ~~(USA~~Stage Company) ~~Limited~~

(AInterim ~~Development~~Consolidated ~~Stage~~Statements ~~Company)~~of Changes in Stockholders’ Deficiency

~~Interim~~(Expressed ~~Consolidated Statements of Changes~~ in ~~Stockholders'~~U.S. ~~Deficiency~~Dollars)

(~~Expressed in U.S. Dollars~~Unaudited)

(Unaudited)

	Number of common shares issued	Capital stock	Additional paid-in capital	Deficit, accumulated during the development stage	Cumulative translation adjustment	Stockholders' deficiency
		$	$	$	$	$
Balance at 14 July 2004 (inception)	294	-	1	-	-	1
Net loss for the period	-	-	-	(128,488)	-	(128,488)
Cumulative translation adjustment	-	-	-	-	(6,536)	(6,536)
Balance at 31 October 2004	294	-	1	(128,488)	(6,536)	(135,023)
Common shares issued for cash - January 2005	87,999,706	88,000	146,496	-	-	234,496
Net loss for the year	-	-	-	(387,667)	-	(387,667)
Cumulative translation adjustment	-	-	-	-	(161)	(161)

Balance at 31 October 2005	88,000,000	88,000	146,497	(516,155)	(6,697)	(288,355)
Acquisition of Molecular Pharmacology (USA) Limited - Recapitalization May 2006	43,553,740	43,554	(59,790)	-	-	(16,236)
Cancellation of common shares - July 2006	(20,000,000)	(20,000)	20,000	-	-	-
Net loss for the year	-	-	-	(508,260)	-	(508,260)
Cumulative translation adjustment	-	-	-	-	(16,222)	(16,222)

Balance at 31 October 2006	111,553,740	111,554	106,707	(1,024,415)	(22,919)	(829,073)
Net loss for the period	-	-	-	(377,131)	-	(377,131)
Cumulative translation adjustment	-	-	-	-	(105,436)	(105,436)

Balance at 30 June 2007	111,553,740	111,554	106,707	(1,401,546)	(128,355)	(1,311,640)
Net income for the year	-	-	-	62,296	-	62,296
Cumulative translation adjustment	-	-	-	-	(166,483)	(166,483)

Balance at 30 June 2008	111,553,740	111,554	106,707	(1,339,250)	(294,838)	(1,415,827)
Net loss for the year	-	-	-	(94,336)	-	(94,336)
Cumulative translation adjustment	-	-	-	-	219,034	219,034

Balance at 30 June 2009	111,553,740	111,554	106,707	(1,433,586)	(75,804)	(1,291,129)
Net loss for the year	-	-	-	(117,220)	-	(117,220)
Cumulative translation adjustment	-	-	-	-	(78,521)	(78,521)

Balance at 30 June 2010	111,553,740	111,554	106,707	(1,550,806)	(154,325)	(1,486,870)
Net loss for the year	-	-	-	(121,860)	-	(121,860)
Cumulative translation adjustment	-	-	-	-	(357,962)	(357,962)

Balance at 30 June 2011	111,553,740	111,554	106,707	(1,672,666)	(512,287)	(1,966,692)
Net loss for the year	-	-	-	(179,382)	-	(179,382)
Cumulative translation adjustment	-	-	-	-	66,215	66,215

Balance at 30 June 2012	111,553,740	111,554	106,707	(1,852,048)	(446,072)	(2,079,859)
Net loss for the period	-	-	-	(100,993)	-	(100,993)
Cumulative translation adjustment	-	-	-	-	(33.763)	(32,763)

Balance at 31 December 2012	111,553,740	111,554	106,707	(1,953,041)	(478,835)	(2,213,615)

	Number of common shares issued	Capital stock	Additional paid-in capital	Deficit, accumulated during the development stage	Cumulative translation adjustment	Stockholders' deficiency
		$	$	$	$	$
Balance at 14 July 2004 (inception)	294	-	1	-	-	1
Net loss for the period	-	-	-	(128,488)	-	(128,488)
Cumulative translation adjustment	-	-	-	-	(6,536)	(6,536)
Balance at 31 October 2004	294	-	1	(128,488)	(6,536)	(135,023)
Common shares issued for cash - January 2005	87,999,706	88,000	146,496	-	-	234,496
Net loss for the year	-	-	-	(387,667)	-	(387,667)
Cumulative translation adjustment	-	-	-	-	(161)	(161)
Balance at 31 October 2005	88,000,000	88,000	146,497	(516,155)	(6,697)	(288,355)
Acquisition of Molecular Pharmacology (USA) Limited - Recapitalization May 2006	43,553,740	43,554	(59,790)	-	-	(16,236)
Cancellation of common shares - July 2006	(20,000,000)	(20,000)	20,000	-	-	-
Net loss for the year	-	-	-	(508,260)	-	(508,260)
Cumulative translation adjustment	-	-	-	-	(16,222)	(16,222)
Balance at 31 October 2006	111,553,740	111,554	106,707	(1,024,415)	(22,919)	(829,073)
Net loss for the period	-	-	-	(377,131)	-	(377,131)
Cumulative translation adjustment	-	-	-	-	(105,436)	(105,436)
Balance at 30 June 2007	111,553,740	111,554	106,707	(1,401,546)	(128,355)	(1,311,640)
Net income for the year	-	-	-	62,296	-	62,296
Cumulative translation adjustment	-	-	-	-	(166,483)	(166,483)
Balance at 30 June 2008	111,553,740	111,554	106,707	(1,339,250)	(294,838)	(1,415,827)
Net loss for the year	-	-	-	(94,336)	-	(94,336)
Cumulative translation adjustment	-	-	-	-	219,034	219,034
Balance at 30 June 2009	111,553,740	111,554	106,707	(1,433,586)	(75,804)	(1,291,129)
Net loss for the year	-	-	-	(117,220)	-	(117,220)
Cumulative translation adjustment	-	-	-	-	(78,521)	(78,521)
Balance at 30 June 2010	111,553,740	111,554	106,707	(1,550,806)	(154,325)	(1,486,870)
Net loss for the year	-	-	-	(121,860)	-	(121,860)
Cumulative translation adjustment	-	-	-	-	(357,962)	(357,962)
Balance at 30 June 2011	111,553,740	111,554	106,707	(1,672,666)	(512,287)	(1,966,692)
Net loss for the year	-	-	-	(179,382)	-	(179,382)
Cumulative translation adjustment	-	-	-	-	66,215	66,215
Balance at 30 June 2012	111,553,740	111,554	106,707	(1,852,048)	(446,072)	(2,079,859)
Net loss for the period	-	-	-	(52,096)	-	(52,096)
Cumulative translation adjustment	-	-	-	-	(30,934)	(30,934)
Balance at 30 September 2012	111,553,740	111,554	106,707	(1,904,144)	(477,006)	(2,162,889)

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

~~The accompanying~~ ~~notes are an integral part of these interim consolidated financial statements.~~6

6 Molecular Pharmacology (USA) Limited

~~Molecular~~(A ~~Pharmacology~~Development ~~(USA~~Stage Company) ~~Limited~~

(ANotes ~~Development~~to ~~Stage~~Interim ~~Company)~~Consolidated Financial Statements

~~Notes~~(Expressed toin ~~Interim~~U.S. ~~Consolidated~~Dollars) ~~Financial Statements~~

(~~Expressed in U.S. Dollars~~Unaudited)

~~(Unaudited)~~31 30December ~~September~~ 2012

1. Nature and Continuance of Operations

Molecular Pharmacology (USA) Limited (the "Company") was incorporated in the state of Nevada on 1 May 2002 under the name Blue Hawk Ventures, Inc. The Company changed its name to Molecular Pharmacology (USA) Limited on 29 August 2005. At the same time, the Company completed a four for one forward split of its issued and outstanding share capital and altered its authorized share capital to 300,000,000 shares of common stock with a par value of $0.001 per share.

The Company is a development stage enterprise, as defined in Accounting Standards Codification (the "Codification" or "ASC") 915-10, "Development Stage Entities". The Company is devoting all of its present efforts to securing and establishing a new business and its current planned principle operations have not commenced. Accordingly, no revenue has been derived during the organization period.

Up until the fall of 2005, the Company was in the business of mineral exploration and development of a mineral property. The Company allowed the option on its mineral claim to lapse in the fall of 2005.

On 13 October 2005, the Company acquired the exclusive distribution rights to distribute, market, promote, detail, advertise and sell certain "Licensed Products" through Molecular Pharmacology Pty. Ltd. (formerly Molecular ~~Pharmacology~~ Pharmacology Limited) ("MPLA") (Note 9). MPLA was incorporated under the laws of Australia and converted to a proprietary company on 29 October 2009. MPLA is a wholly owned subsidiary company of PharmaNet Group Limited ("PharmaNet"), an Australian company listed on the Australian Stock Exchange.

Since then, the Company has engaged in organizational and start up activities, including developing a new business plan, recruiting new directors, scientific advisors and key scientists, making arrangements for laboratory facilities and office space and raising additional capital. The Company has generated no revenue from product sales. The Company does not have any ~~pharmaceutical~~ pharmaceutical products currently available for sale, and none are expected to be commercially available for some time, if at all. The Licensed Products must first undergo pre-clinical and human clinical testing in the United States before they may be sold commercially.

The Company completed a share purchase agreement on 8 May 2006 with PharmaNet (the "Purchase Agreement"). Under the terms of the Purchase Agreement the Company acquired 100% of the issued and outstanding shares of MPLA. The Company, in exchange for 100% of the issued and outstanding shares of MPLA, issued PharmaNet an aggregate total of 88,000,000 common shares of the Company on the closing of the transaction. The issuance of 88,000,000 common shares of the Company constituted an acquisition of control of the Company by PharmaNet. The transaction has been accounted for as a recapitalization of the Company (Note 2).

MPLA was incorporated on 14 July 2004 under the laws of Australia. The accompanying interim consolidated financial statements are the historical financial statements of MPLA.

On 15 March 2007, the Board of Directors approved a change in the Company's financial year end from 31 October to 30 June. The decision to change the fiscal year end was intended to assist the financial community in its analysis of the business and in comparing the Company'’s financial results to others in the industry, and to synchronize the Company'’s fiscal reporting with MPLA.

Molecular Pharmacology (USA) Limited

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

~~30 September~~31 December 2012

The Company'’s interim consolidated financial statements as at 3031 December ~~September~~ 2012 and for the ~~three~~six month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has a ~~net~~ net loss of $52100,~~096~~993 for the ~~three~~six month period ended 3031 ~~September~~December 2012 (~~30 September~~31 December 2011 -– $2781,~~272~~744, cumulative - $1,~~904~~953,~~144~~041) and has a working capital ~~deficit~~ of $9 6,331 at ~~30 September~~31 December 2012 (30 June 2012 -– working capital deficit of $11,570).

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company'’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 June 2013. However, if the Company is unable to ~~raise~~ raise additional capital in the near future, due to the Company'’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At ~~30 September~~31 December 2012, the Company has suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. ~~Significant~~ Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.

Basis of presentation

These interim consolidated financial statements have been prepared in accordance with ~~accounting~~ accounting principles generally accepted in the United States of America ("U.S. GAAP") applicable for a development stage company for financial information and are expressed in U.S. dollars.

Principles of consolidation

These interim consolidated financial statements include the accounts of MPLA since its incorporation on 14 July 2004 and the Company since the reverse acquisition on 8 May 2006 (Note 1). All intercompany balances and transactions have been eliminated.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Molecular Pharmacology (USA) Limited

~~Molecular~~(A ~~Pharmacology~~Development ~~(USA~~Stage Company) ~~Limited~~

(ANotes ~~Development~~to ~~Stage~~Interim ~~Company)~~Consolidated Financial Statements

~~Notes~~(Expressed toin ~~Interim~~U.S. ~~Consolidated~~Dollars) ~~Financial Statements~~

(~~Expressed in U.S. Dollars~~Unaudited)

~~(Unaudited)~~31 30December ~~September~~ 2012

ASC 280, "Segment Reporting" establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also ~~establishes~~ establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Foreign currency translation

The Company'’s functional and reporting currency is U.S. dollars. The interim ~~consolidated~~ consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, "Foreign Currency Matters". Assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Revenue and expenses are translated at average rates of ~~exchange~~ exchange prevailing during the ~~year~~period. Translation adjustments resulting from this ~~process~~ process are charged or credited to other comprehensive income. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Equipment

Equipment is recorded at cost and amortization is provided over its estimated economic life at the rate of 15% declining balance.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the interim consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, "Income Taxes", which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Comprehensive income (loss)

ASC 220, "Comprehensive Income", establishes standards for the reporting and disclosure of comprehensive income (loss) and its components in the financial statements. As at 3031 ~~September~~December 2012, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive loss in the interim consolidated financial statements.

Molecular Pharmacology (USA) Limited

~~Molecular~~(A ~~Pharmacology~~Development ~~(USA~~Stage Company) ~~Limited~~

(ANotes ~~Development~~to ~~Stage~~Interim ~~Company)~~Consolidated Financial Statements

~~Notes~~(Expressed toin ~~Interim~~U.S. ~~Consolidated~~Dollars) ~~Financial Statements~~

(~~Expressed in U.S. Dollars~~Unaudited)

~~(Unaudited)~~31 30December ~~September~~ 2012

Basic and diluted net income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Stock-based compensation

Effective 1 January 2006, the Company adopted the provisions of ASC 718, "Compensation -– Stock Compensation", which establishes accounting for ~~equity~~ equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees'’ requisite service period (generally the vesting period of the ~~equity~~ equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, the financial statements for the periods prior to 1 January 2006 have not been restated to reflect the fair value method of expensing share-based compensation. The adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, "Equity-Based Payments to Non-Employees".

Comparative figures

Certain comparative figures have been adjusted to conform to the current period'’s presentation.

3. Changes in Accounting Policies

In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-12, "Comprehensive Income". This ASU effectively defers the changes in ASU No. 2011-05, "Presentation of Comprehensive Income" that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. ASU No. 2011-12 should be ~~applied~~ applied retrospectively and is effective for fiscal years, and interim periods ~~within~~ within those years, beginning after 15 December 2011. As ASU No. 2011-12 relates only to the presentation of ~~comprehensive~~Comprehensive ~~income~~Income, the adoption of this update did not ~~have~~ have a material effect on the Company'’s interim consolidated financial statements.

Molecular Pharmacology (USA) Limited

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited) ~~30 September 2012~~

31 In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income". This ASU presents an entity with the option to present the total of comprehensive income, the components of net income, and the component of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity (deficiency). The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU No. 2011-05 should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after 15 December ~~2011. As~~ ~~ASU No. 2011-05 relates only to the presentation of comprehensive income, the adoption of this update did not have a material effect on the Company's interim consolidated financial statements.~~ 2012

In ~~May~~ June 2011, the FASB issued ASU No. 2011-0405, "~~Fair Value~~Presentation ~~Measurement~~of Comprehensive Income". This ASU presents an entity with the option to ~~amend~~present the ~~accounting~~total ~~and~~of ~~disclosure~~comprehensive ~~requirements~~income, onthe ~~fair~~components ~~value~~of ~~measurements. This~~net ~~ASU~~income, ~~limits~~and the ~~highest-and-best-use~~ ~~measure~~component toof ~~nonfinancial~~other ~~assets,~~comprehensive income ~~permits~~either ~~certain~~in ~~financial assets~~a ~~and~~single ~~liabilities~~continuous ~~with~~statement ~~offsetting~~of ~~positions~~comprehensive income or in two ~~market~~separate orbut ~~counterparty~~consecutive statements. ~~credit~~In ~~risks~~both choices, an entity is required to bepresent ~~measured~~each atcomponent aof other ~~net~~comprehensive ~~basis,~~income ~~and~~along ~~provides~~with ~~guidance~~a ontotal ~~the applicability~~for ofother ~~premiums~~comprehensive income, and ~~discounts~~a total amount for comprehensive income. ~~Additionally,~~This ~~this~~ update ~~expands~~eliminates the option to ~~disclosure~~present onthe ~~Level~~components 3of ~~inputs~~other bycomprehensive ~~requiring~~income ~~quantitative~~as ~~disclosure~~part of the statement ~~unobservable~~of ~~inputs~~changes ~~and~~in ~~assumptions,~~stockholders’ asequity ~~well~~(deficiency). The asamendments ~~description~~in ofthis ~~the~~update ~~valuation processes~~do ~~and~~not change the ~~sensitivity~~items ofthat ~~the~~must ~~fair~~be ~~value~~reported toin ~~changes~~other incomprehensive ~~unobservable~~income or when an item ~~inputs~~of other comprehensive income must be reclassified to net income. ASU No. 2011-0405 isshould to be applied retrospectively ~~prospectively~~ and is effective ~~during interim~~for fiscal years, and ~~annual~~interim periods within those years, beginning after 15 December 2011. ~~The~~As ASU No. 2011-05 relates only to the presentation of comprehensive income, the adoption of this update did not have a material effect on the Company'’s interim consolidated ~~financial~~ financial statements.

In May 2011, the FASB issued 4ASU No. ~~Equipment~~ 2011-04, "Fair Value Measurement" to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011. The adoption of this update did not have a material effect on the Company’s interim consolidated financial statements.

		Accumulated amortization		Net Book Value
	Cost			As at 30 September 2012	As at 30 June 2012 (Audited)
	$		$	$	$
Office equipment	7,850		6,777	1,073	1,159

4. Equipment

~~During~~ Accumulated ~~the~~amortization ~~three~~ Net ~~month~~Book ~~period~~Value Cost As ~~ended~~at 31 December 2012 As at 30 ~~September~~ June 2012~~, the total additions to equipment~~ ~~were $Nil~~ (~~30 September 2011 - $Nil~~Audited). $ $ $ $ Office equipment 864 698 166 1,159

During the six month period ended 31 December 2012, the total additions to equipment were $Nil (31 ~~5. Accounts~~December ~~Payable~~2011 – $Nil) and equipment with a net book value of $823 was ~~Accrued~~written ~~Liabilities~~ off (31 December 2011 - $Nil).

5. Accounts ~~payable~~ ~~and~~Payable ~~accrued liabilities are non-interest bearing, unsecured~~ and ~~have settlement~~Accrued ~~dates within one year.~~Liabilities

Accounts payable and accrued liabilities are 11non-interest bearing, unsecured and have settlement dates within one year.

~~Molecular Pharmacology (USA) Limited~~ 11

(A Molecular ~~Development Stage Company~~Pharmacology (USA) Limited

~~Notes~~(A toDevelopment ~~Interim Consolidated Financial Statements~~Stage Company)

~~(Expressed in~~Notes ~~U.S.~~to ~~Dollars)~~Interim Consolidated Financial Statements

(~~Unaudited) 30~~Expressed ~~September~~in ~~2012~~U.S. Dollars)

~~6. Due to Related Parties and Related Party Transactions~~ (Unaudited)

31 AsDecember ~~at 30 September~~ 2012~~, the amount due to related parties includes $1,000 payable to a director of the Company (30 June 2012 - $1,000). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.~~

6. Due ~~As at 30 September 2012, the amount due~~ to ~~related~~Related ~~parties~~Parties ~~includes $34,429 payable to a company owned by a director of the Company or an officer of PharmaNet (30 June 2012 - $22,846). This balance is non-interest bearing, unsecured~~ and ~~has~~Related noParty ~~fixed terms of repayment.~~ Transactions

As at 3031 ~~September~~December 2012, the amount due to related parties includes $1,~~723~~000 payable to a ~~company owned by a~~ director of the Company ~~or an officer of PharmaNet~~ (30 June 2012 - – $1,~~101~~000). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

As at 3031 ~~September~~December 2012, the amount due to related parties includes $72,~~856~~598 payable to a company owned by a director of the Company or an officer of PharmaNet ~~Pharmanet~~ (30 June 2012 -– $722,~~741~~846). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

As at 3031 ~~September~~December 2012, the amount due to related parties includes $21,~~118,945~~062 payable to a company owned by a director of the Company or an officer of PharmaNet (30 June 2012 -– $21,~~036,760~~101). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

~~During~~As at 31 December 2012, the ~~three~~amount ~~month~~due ~~period~~to related parties includes ~~ended~~$Nil 30payable ~~September~~to ~~2012,~~a company owned by a director of the Company or an officer of ~~PharmaNet,~~ ~~and~~Pharmanet ~~their~~(30 ~~controlled~~June ~~entities~~2012 ~~were~~- ~~paid~~$7,741). This orbalance ~~accrued~~is ~~consulting~~non-interest ~~fees~~bearing, ofunsecured ~~$10,226~~and ~~(30 September~~has ~~2011~~no -fixed ~~$18,464,~~terms ~~cumulative~~of ~~- $872,822)~~repayment.

~~During~~As ~~the~~at ~~three~~31 ~~month~~December ~~period ended 30 September~~ 2012, ~~a director of~~ the ~~Company~~amount ordue anto ~~officer~~related ofparties ~~PharmaNet,~~includes ~~and~~$2,215,452 ~~their~~payable ~~controlled~~to ~~entities~~PharmaNet ~~were~~(30 ~~paid~~June or2012 ~~accrued~~– ~~consulting and/or administrative fees of~~ $72,~~540~~036,760). This ~~(30~~balance ~~September~~is ~~2011~~ non- ~~$Nil~~interest bearing, unsecured ~~cumulative~~and -has ~~$50,886)~~no byfixed ~~the~~terms ~~Company~~of repayment.

During the ~~three~~six month period ended 3031 ~~September~~December 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $2118,~~435~~ 015 (3031 ~~September~~December 2011 -– $~~Nil~~27,141; cumulative - $42880,~~720~~611) ~~by the Company~~.

During the ~~three~~six month period ended 3031 ~~September~~December 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued ~~office~~consulting and/or ~~miscellaneous expenses~~administrative fees of $~~Nil~~13,558 (3031 December ~~September~~ 2011 -– $39,~~936,~~772; cumulative - $456,~~481~~904) by the Company.

During the ~~three~~six month period ended 3031 ~~September~~December 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $~~Nil~~44,285 (~~30 September~~31 December 2011 - $~~Nil~~32,992; cumulative - $4165,~~928~~570) by the Company.

During the ~~three~~six month period ended 3031 ~~September~~December 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (3031 ~~September~~December 2011 - $Nil; cumulative - $804,~~468~~481) by the Company.

During the six month period ended 31 December 2012, a director of 12the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $Nil (31 December 2011 – $Nil; cumulative – $41,928) by the Company.

~~Molecular~~During ~~Pharmacology~~the six month period ended 31 December 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (~~USA~~31 December 2011 – $Nil; cumulative – $80,468) ~~Limited~~by the Company.

~~(A Development Stage Company)~~ 12

~~Notes~~ Molecular toPharmacology (USA) ~~Interim Consolidated Financial Statements~~Limited

(~~Expressed in~~A ~~U.S.~~Development ~~Dollars~~Stage Company)

~~(Unaudited) 30~~Notes ~~September~~to ~~2012~~Interim Consolidated Financial Statements

~~During the three month period ended 30 September 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued rental fees of $Nil~~ (~~30 September~~Expressed ~~2011~~in -U.S. ~~$Nil; cumulative - $12,987~~Dollars) ~~by the Company.~~

~~Transactions comprising the amount due to PharmaNet are as follows:~~(Unaudited)

	For the three month period ended 30 September 2012	For the year ended 30 June 2012 (Audited)
	$	$
Opening balance, beginning of period	2,036,760	1,896,625
Funds transferred to the Company by PharmaNet	51,940	170,790
Expenses paid by PharmaNet on behalf of the Company	-	33,852
Foreign currency translation adjustment	30,245	(64,507)
Balances, end of period	2,118,945	2,036,760

31 December 2012

~~The~~During ~~average~~the ~~amount~~six ~~due~~month toperiod ended 31 December 2012, a director of the Company or an officer of PharmaNet, ~~for~~and ~~the~~their ~~three~~controlled ~~month~~entities ~~period~~were ~~ended~~paid or 30accrued ~~September~~rental ~~2012~~fees ~~was~~of $~~1,929,149~~Nil (~~30 June~~31 ~~2012~~December -2011 – $1Nil; cumulative – $12,~~816,134~~987) by the Company.

~~7. Capital~~Transactions ~~Stock~~ comprising the amount due to PharmaNet are as follows:

~~Authorized~~ For the six month period ended 31 December 2012 For the year ended 30 June 2012 (Audited) $ $ Opening balance, beginning of period 2,036,760 1,896,625 Funds transferred to the Company by PharmaNet 147,546 170,790 Expenses paid by PharmaNet on behalf of the Company 85 33,852 Foreign currency translation adjustment 31,061 (64,507) Balances, end of period 2,215,452 2,036,760

The ~~total authorized~~average ~~capital~~amount isdue ~~300,000,000~~to ~~common~~PharmaNet ~~shares~~for ~~with~~the asix ~~par~~month ~~value~~period ofended 31 December 2012 was $~~0.001~~2,106,502 ~~per common~~(30 ~~share~~June 2012 - $1,816,134).

7. Capital ~~Issued and outstanding~~ Stock

~~The total issued and outstanding capital stock is 111,553,740 common shares with a par value of $0.001 per common share.~~Authorized

The total authorized capital is 300,000,000 common 13shares with a par value of $0.001 per common share.

~~Molecular~~Issued and ~~Pharmacology (USA) Limited~~outstanding

(AThe ~~Development~~total ~~Stage~~issued ~~Company)~~and outstanding capital stock is 111,553,740 common shares with a par value of $0.001 per common share.

~~Notes to Interim Consolidated Financial Statements~~ 13

~~(Expressed in~~Molecular ~~U.S. Dollars~~Pharmacology (USA) Limited

(~~Unaudited) 30~~A ~~September~~Development ~~2012~~Stage Company)

~~8. Income~~Notes ~~Taxes~~ to Interim Consolidated Financial Statements

~~Income~~(Expressed ~~tax expense~~in ~~differs from the amount that would result from applying the federal income tax rate to earnings before income taxes~~U. ~~These~~S. ~~differences~~Dollars) ~~result from the following items:~~

	For the three month period ended 30 September 2012	For the three month period ended 30 September 2011
	$	$
Loss before income taxes	(52,096)	(27,272)
Federal income tax rates	34.0%	34.0%
Income tax recovery based on the above rates	(17,713)	(9,272)
Increase (decrease) due to:
Difference between U.S. and foreign tax rates	1,681	921
Change in valuation allowance	22,018	(22,788)
Foreign exchange and other	(5,986)	31,139
Income tax expense	-	-

(Unaudited)

31 ~~The composition~~December ~~of the Company's deferred tax assets as at 30 September~~ 2012 ~~and 30 June 2012 are as follows:~~

	As at 30 September 2012	As at 30 June 2012 (Audited)
	$	$
Net income tax operating loss carryforward	2,173,649	2,101,601
Deferred tax assets	682,766	660,748
Less: Valuation allowance	(682,766)	(660,748)
Net deferred tax asset	-	-

8. Income Taxes

Income tax expense differs 14from the amount that would result from applying the federal income tax rate to earnings before income taxes. These differences result from the following items:

~~Molecular~~ ~~Pharmacology~~ For the six month period ended 31 December 2012 For the three month period ended 31 December 2011 $ $ Loss before income taxes (~~USA~~100,993) (81,744) ~~Limited~~ Federal income tax rates 34.0% 34.0% Income tax recovery based on the above rates (34,338) (27,793) Increase (decrease) due to: Difference between U.S. and foreign tax rates 3,254 2,837 Change in valuation allowance 37,579 12,368 Foreign exchange and other (6,495) 12,588 Income tax expense - -

(A The composition ~~Development~~of ~~Stage~~the Company)’s deferred tax assets as at 31 December 2012 and 30 June 2012 are as follows:

~~Notes~~ to As ~~Interim~~at ~~Consolidated~~ 31 December ~~Financial~~ 2012 As ~~Statements~~at 30 June 2012 (Audited) $ $ Net income tax operating loss carryforward 2,224,109 2,101,601 Deferred tax assets 698,327 660,748 Less: Valuation allowance (698,327) (660,748) Net deferred tax asset - -

~~(Expressed~~ ~~in U.S. Dollars)~~14

Molecular Pharmacology (~~Unaudited~~USA) 30 ~~September 2012~~Limited

~~The Company~~(A ~~has~~Development ~~non-capital loss carry-forwards of approximately $2,173,649 that may~~Stage ~~be available for tax purposes. The loss carry-forwards are all in respect to U.S. and Australian operations and expire as follows:~~Company)

	$
2022	20,402
2023	46,992
2024	27,717
2025	14,187
2026	261,311
2027	111,155
2028	75,463
2029	57,882
2030	48,765
2031	43,836
2032	49,005
2033	10,068
No expiry	1,406,866
	2,173,649

Notes to Interim Consolidated Financial Statements

A(Expressed ~~full valuation~~in ~~allowance~~U.S. ~~has~~Dollars) ~~been recorded against the potential deferred tax assets associated with all the loss carry-forwards as their utilization is not considered more likely than not at this time.~~

~~9. Distribution Agreement~~ (Unaudited)

31 ~~The Company~~December has the exclusive distribution rights, through MPLA, to distribute, market, promote, detail, advertise and sell certain Licensed Products, with metallo-polypeptide analgesic as an active ingredient, in the United States (excluding its territories and possessions) (Note 1). If, and when necessary, the Company will obtain all necessary regulatory approvals for the Licensed Products and incorporate the Licensed Products in the United States.2012

The Company has non-capital 15loss carry-forwards of approximately $2,224,109 that may be available for tax purposes. The loss carry-forwards are all in respect to U.S. and Australian operations and expire as follows:

~~Molecular~~ ~~Pharmacology~~ $ ~~(USA)~~ ~~Limited~~ 2022 20,402 2023 46,992 2024 27,717 2025 14,187 2026 261,311 2027 111,155 2028 75,463 2029 57,882 2030 48,765 2031 43,836 2032 49,005 2033 20,640 No expiry 1,446,754 2,224,109

(A ~~Development~~ full valuation ~~Stage~~allowance ~~Company)~~has been recorded against the potential deferred tax assets associated with all the loss carry-forwards as their utilization is not considered more likely than not at this time.

~~Notes to Interim Consolidated Financial Statements~~ 9. Distribution Agreement

~~(Expressed~~The Company has the exclusive distribution rights, through MPLA, to distribute, market, promote, detail, advertise and sell certain Licensed Products, with metallo-polypeptide analgesic as an active ingredient, in ~~U.S.~~the ~~Dollars~~United States (excluding its territories and possessions) (Note 1). If, and when necessary, the Company will obtain all necessary regulatory approvals for the Licensed Products and incorporate the Licensed Products in the United States.

~~(Unaudited)~~ ~~30 September 2012~~15

~~10. Supplemental Disclosures~~Molecular ~~with~~Pharmacology ~~Respect~~(USA) ~~to Cash Flows~~ Limited

	For the period from the date of inception on 14 July 2004 to 30 September 2012		For the three month period ended 30 September 2012		For the three month period ended 30 September 2011
		$		$		$
Cash paid during the period for interest		-		-		-
Cash paid during the period for income taxes		-		-		-
Common shares issued on acquisition of MPLA		16,236		-		-
Amounts receivable acquired on recapitalization of the Company		2,226		-		-
Accounts payable assumed on recapitalization of the Company		54,624		-		-
Due to related party assumed on recapitalization of the Company		1,000		-		-

(A Development Stage Company)

Notes to ~~11. Segmented Information~~ Interim Consolidated Financial Statements

~~Details~~(Expressed onin aU.S. ~~geographic~~Dollars) ~~basis as at and for the three month period ended 30 September 2012 are as follows:~~

	Australia	U.S.A.	Total
	$	$	$
Assets	19,364	-	19,364
Loss for the period	(42,028)	(10,068)	(52,096)

(Unaudited)

~~Details~~31 ~~on a~~December ~~geographic basis as at and for the year ended 30 June~~ 2012 ~~are as follows:~~

	Australia	U.S.A.	Total
	$	$	$
Assets	8,841	-	8,841
Loss for the year	(130,377)	(49,005)	(179,382)

10. Supplemental Disclosures with Respect to Cash Flows

~~Molecular Pharmacology (USA) Limited~~ 16

(AMolecular ~~Development~~Pharmacology ~~Stage Company~~(USA) Limited

~~Notes~~(A toDevelopment ~~Interim~~Stage ~~Consolidated Financial Statements~~Company)

~~(Expressed~~Notes to inInterim ~~U.S.~~Consolidated ~~Dollars)~~Financial Statements

(~~Unaudited)~~Expressed in 30U.S. ~~September~~Dollars) ~~2012~~

~~Details on a geographic basis as at and for the three month period ended 30 September 2011 are as follows:~~(Unaudited)

	Australia	U.S.A.	Total
	$	$	$
Assets	19,756	-	19,756
Loss for the period	(23,022)	(4,250)	(27,272)

31 December 2012

1211. ~~Financial Instruments~~ Segmented Information

Details ~~The carrying~~on ~~values~~a ofgeographic ~~cash~~basis ~~and~~as ~~cash~~at ~~equivalents~~ and ~~accounts~~for ~~payable~~the ~~approximate fair~~six ~~value~~month ~~due~~period toended ~~the~~31 ~~short~~December ~~term~~2012 are ~~maturity~~as ~~of these financial instruments.~~ follows:

~~Credit~~ ~~Risk~~ Australia U.S.A. Total $ $ $ Assets 13,681 - 13,681 Loss for the period (80,353) (20,640) (100,993)

~~Financial instruments~~Details ~~that~~on ~~potentially~~a ~~subject~~geographic ~~the~~basis ~~Company~~as toat ~~credit~~and ~~risk~~for ~~consists of cash~~the ~~and~~year ~~cash~~ended ~~equivalents.~~30 ~~The~~June ~~Company~~2012 ~~deposits~~are ~~cash and cash equivalents with high credit quality financial institutions~~ as ~~determined by rating agencies. As a result, credit risk is considered insignificant.~~follows:

~~Currency~~ ~~Risk~~ Australia U.S.A. Total $ $ $ Assets 8,841 - 8,841 Loss for the year (130,377) (49,005) (179,382)

~~The Company's~~Details ~~subsidiary~~on ~~is located in Australia. As~~ a ~~result,~~geographic abasis ~~significant~~as ~~portion of~~at ~~the Company's assets, liabilities~~ and ~~expenses~~for ~~were denominated in~~ the ~~Australian~~six ~~dollar~~month ~~and~~period ~~were~~ended ~~therefore~~31 ~~subject~~December to2011 ~~fluctuation~~are inas ~~exchange rates.~~ follows:

~~The Company's objective~~ in ~~managing its foreign currency risk is to minimize its net exposures to~~ ~~foreign currency cash flows by holding most of its cash and cash equivalents in~~ ~~Australian dollars~~ Australia U. ~~The~~S.A. Total ~~Company~~ ~~monitors~~ $ $ $ ~~and~~ ~~forecasts~~ ~~the~~ ~~values~~ Assets 20,450 1,376 21,826 of ~~net~~ ~~foreign~~ ~~currency~~ ~~cash flow and balance sheet exposures and from time to time~~ ~~could~~ Loss ~~authorize~~for the ~~use of derivative financial instruments such as forward~~period ~~foreign~~ (70,931) (10,813) (81,744) ~~exchange contracts to economically hedge a portion of foreign currency~~ ~~fluctuations.~~

~~If the Australian dollar had weakened (strengthened) against the U~~12.~~S. dollar, with all~~ ~~other~~Financial ~~variables held constant, by 100 basis points (1%) at period end, the impact on net loss and other comprehensive loss would have been $21,447 higher ($21,447 lower).~~ Instruments

The ~~Company~~carrying ~~has~~values ~~not,~~of tocash ~~the~~and ~~date~~cash ofequivalents ~~these~~and ~~interim~~accounts ~~consolidated~~payable ~~financial statements,~~approximate ~~entered~~fair ~~into~~value ~~derivative~~due ~~instruments~~ to ~~offset~~ the ~~impact~~short term maturity of ~~foreign~~these ~~currency fluctuations~~financial instruments.

Credit ~~Interest Rate~~ Risk

~~The Company~~Financial ~~has~~instruments ~~non-interest~~that potentially ~~paying~~subject ~~cash~~the ~~balances~~Company ~~and~~to nocredit ~~interest-bearing~~risk ~~debt. It~~consists isof ~~management's~~cash ~~opinion~~and ~~that~~cash equivalents. ~~the~~The Company isdeposits ~~not~~cash ~~exposed~~and tocash ~~significant~~equivalents with high credit ~~interest~~quality ~~risk~~financial ~~arising~~institutions ~~from~~as ~~these~~determined ~~financial~~by ~~instruments~~rating agencies. As a result, credit risk is considered insignificant.

17Currency Risk

The Company’s ~~Molecular~~subsidiary ~~Pharmacology~~is ~~(USA)~~located ~~Limited~~in Australia. As a result, a significant portion of the Company’s assets, liabilities and expenses were denominated in the Australian dollar and were therefore subject to fluctuation in exchange rates.

~~(A Development Stage Company)~~ 17

~~Notes~~ Molecular Pharmacology to(USA) ~~Interim Consolidated Financial Statements~~Limited

(~~Expressed in~~A ~~U.S.~~Development ~~Dollars~~Stage Company)

~~(Unaudited) 30~~Notes ~~September~~to ~~2012~~Interim Consolidated Financial Statements

~~Liquidity~~(Expressed ~~Risk~~in U.S. Dollars)

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon PharmaNet as its sole source of cash. The Company has received financing from PharmaNet in the past; however, there is no assurance that it will be able to do so in the future.(Unaudited)

31 18December 2012

The Company’s ~~Item~~objective in managing its foreign currency risk is to minimize its net 2exposures to foreign currency cash flows by holding most of its cash and cash equivalents in Australian dollars. The ~~Management's~~Company ~~Discussion~~monitors and ~~Analysis~~forecasts the values of ~~Financial~~net ~~Condition~~foreign currency cash flow and ~~Results~~balance sheet exposures and from time to time could authorize the use of ~~Operations~~derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations.

~~THE~~If ~~FOLLOWING~~the ~~ANALYSIS~~Australian OFdollar ~~THE RESULTS OF OPERATIONS AND FINANCIAL~~had ~~CONDITION~~weakened OF(strengthened) ~~MOLECULAR~~against ~~USA~~the ~~FOR~~U.S. ~~THE~~dollar, ~~FIRST~~with ~~QUARTER~~all ~~PERIOD~~other ~~ENDED~~variables ~~SEPTEMBER 30~~held constant, ~~2012~~by ~~AND~~100 ~~SHOULD~~basis BEpoints ~~READ~~(1%) INat ~~CONJUNCTION~~period ~~WITH~~end, ~~MOLECULAR USA'S~~the ~~INTERIM~~impact ~~CONSOLIDATED~~on ~~FINANCIAL~~net ~~STATEMENTS,~~loss ~~INCLUDING~~and other ~~THE~~comprehensive ~~NOTES~~loss ~~THERETO~~would ~~CONTAINED~~have ~~ELSEWHERE~~been IN$22,056 ~~THE~~higher ~~FORM~~($22,056 ~~10-Q~~lower).

~~Our~~The ~~interim~~Company ~~consolidated~~has ~~financial~~not, ~~statements~~to ~~are~~the date ~~stated~~of inthese ~~United States~~interim ~~Dollars~~consolidated ~~and~~financial ~~are~~statements, ~~prepared~~entered ininto derivative ~~accordance~~instruments ~~with~~to ~~United~~offset ~~States~~the ~~Generally~~impact ~~Accepted~~of ~~Accounting~~foreign ~~Principles~~currency fluctuations.

~~Overview~~Interest Rate Risk

WeThe ~~were~~Company ~~incorporated~~has innon-interest paying ~~the~~cash ~~state~~balances ofand ~~Nevada~~no oninterest-bearing ~~May 1, 2002~~debt. Its ~~Up until~~management’s ~~the~~opinion ~~fall~~that ofthe ~~2005,~~Company ~~Molecular~~is ~~USA~~not ~~was~~exposed into ~~the~~significant ~~business~~interest ofrisk ~~mineral~~arising from ~~exploration~~these ~~and~~financial ~~development of a mineral property~~instruments.

~~On October 13, 2005, Molecular USA entered into a distribution and~~Liquidity supply agreement with Molecular Pharmacology Pty. Ltd. (formerly Molecular Pharmacology Limited)("MPLA"). MPLA is incorporated under the laws of Australia and at the time was a wholly owned subsidiary company of PharmaNet Group Limited, an Australian company listed on the Australian Stock Exchange. Under the terms of the distribution and supply agreement, Molecular USA received the exclusive distribution rights to distribute, market, promote, detail, advertise and sell certain "Licensed Products", as defined in the agreement, with metallo-polypeptide analgesic as an active ingredient, in the United States (excluding its territories and possessions).Risk

OnLiquidity ~~May~~risk 9,is ~~2006,~~the ~~Molecular USA announced~~ risk that itan ~~has~~entity ~~acquired~~will ~~100% of~~encounter ~~the~~difficulty ~~issued~~in ~~and~~meeting ~~outstanding~~obligations ~~share~~associated ~~capital~~with its offinancial ~~MPLA~~liabilities. The ~~transaction was originally announced by Molecular USA in a press release~~ ~~dated~~Company ~~November~~is ~~29,~~reliant ~~2005~~upon ~~and~~PharmaNet ~~was~~as ~~subsequently~~its ~~approved~~sole bysource ~~a majority~~ of ~~the~~cash. The ~~stockholders of the~~ Company athas areceived ~~stockholders~~financing ~~meeting~~from ~~held on April 21, 2006. As a result of the transaction,~~ PharmaNet ~~Group~~in ~~Limited ("PharmaNet"),~~ the ~~former~~past; ~~parent company of MPLA~~however, ~~now~~there ~~controls~~is ~~approximately~~no ~~79%~~assurance ofthat ~~Molecular~~it ~~USA's~~will ~~issued~~be ~~and~~able ~~outstanding~~to ~~share capital. The transaction between~~do ~~the~~so ~~parties closed~~ in ~~escrow with an effective closing date of May 8, 2006. The business of MPLA is now~~ the ~~business of Molecular USA~~future.

~~Our Current Business~~ 18

~~Molecular~~Item ~~USA through its wholly owned subsidiary MPLA is in the business of developing and commercializing a new analgesic and anti-inflammatory molecule known as Tripeptofen~~2. Management's ~~Tripeptofen~~Discussion isand ~~likely~~Analysis ~~to appear in a new group~~ of ~~products~~Financial ~~suitable~~Condition ~~for the treatment of common every-day pain. As an analgesic~~ and ~~anti-inflammatory drug,~~Results ~~Tripeptofen is unusual due to its rapid speed~~ of ~~action and its topical or rub-on application~~Operations.

~~The~~THE ~~majority~~FOLLOWING ofANALYSIS ~~over-the-counter~~OF ~~anti-pain~~THE ~~and~~RESULTS ~~anti-inflammatory~~OF ~~products~~OPERATIONS ~~sold~~AND ~~for~~FINANCIAL ~~the~~CONDITION ~~treatment~~OF ofMOLECULAR ~~acute~~USA ~~localized~~FOR ~~pain~~THE ~~are~~SECOND ~~based~~QUARTER onPERIOD ENDED ~~non-steroidal~~DECEMBER ~~anti-inflammatory~~31, ~~drugs~~2012 orAND ~~NSAIDs.~~SHOULD ~~The~~BE ~~majority~~READ IN CONJUNCTION WITH MOLECULAR ofUSA’S ~~such~~INTERIM ~~products~~CONSOLIDATED ~~are~~FINANCIAL ~~slow~~STATEMENTS, ~~acting~~INCLUDING ~~and~~THE ~~provide~~NOTES THERETO ~~only~~CONTAINED ~~mild~~ELSEWHERE ~~pain~~IN ~~relief~~THE FORM 10-Q.

~~The~~Our ~~NSAID~~interim ~~group~~consolidated ~~has~~financial ~~come~~statements ~~under additional pressure and increasing~~are ~~medical~~stated ~~alarm, as many drugs~~ in ~~this~~United ~~class~~States ~~have~~Dollars ~~been found to set-back the recovery of certain conditions~~ and ~~treatments for which they were marketed. Moreover, NSAIDs~~ are ~~associated~~prepared ~~with severe gastro-intestinal side-effects. This has left a niche~~ in anaccordance ~~industry~~with United ~~under-served~~States byGenerally ~~new~~Accepted ~~products~~Accounting ~~and ingredients~~Principles.

~~MPLA's~~Overview business strategy is to exploit the fast and locally acting, low side effects, and recovery-enhancing properties of its new drug group and to market this as a new ingredient, enabling pharmaceutical companies to develop and market effective and safer products suited to a broad range of common everyday pain.

We were incorporated in the state of Nevada on 19May 1, 2002. Up until the fall of 2005, Molecular USA was in the business of mineral exploration and development of a mineral property.

On October 13, 2005, Molecular USA entered into a distribution and supply agreement with Molecular Pharmacology Pty. Ltd. (formerly Molecular Pharmacology Limited)("MPLA"). MPLA is incorporated under the laws of Australia and at the time was a wholly owned subsidiary company of PharmaNet Group Limited, an Australian company listed on the Australian Stock Exchange. Under the terms of the distribution and supply agreement, Molecular USA received the exclusive distribution rights to distribute, market, promote, detail, advertise and sell certain "Licensed Products", as defined in the agreement, with metallo-polypeptide analgesic as an active ingredient, in the United States (excluding its territories and possessions).

On May 9, 2006, Molecular USA announced that it has ~~exclusive~~acquired ~~distribution~~100% ~~rights~~of tothe ~~distribute,~~issued ~~market,~~and outstanding share capital of MPLA. The transaction was originally announced ~~promote~~by Molecular USA in a press release dated November 29, ~~advertise~~2005 and ~~sell~~was subsequently ~~certain~~approved ~~"Licensed~~by ~~Products",~~a ~~with~~majority ~~metallo-polypeptide~~of ~~analgesic~~the ~~and~~stockholders ~~anti-inflammatory~~of ~~activity~~the Company at a asstockholders anmeeting ~~active~~held ~~ingredient~~on April 21, in2006. As a result of the ~~United~~transaction, PharmaNet ~~States~~Group Limited (~~excluding~~"PharmaNet"), the ~~its~~former ~~territories~~parent company of MPLA, now controls approximately 79% of Molecular USA's issued and ~~possessions)~~outstanding ~~from~~share ~~its~~capital. ~~wholly~~The ~~owned~~transaction ~~subsidiary~~between ~~company~~the parties closed in escrow with an effective closing date of May 8, 2006. The business of MPLA is now the business of Molecular USA.

~~The~~Our ~~Licensed~~Current Products include all products in all dosage forms, formulations, line extensions and package configurations using or otherwise incorporating any aspect or production method of metallo-polypeptide analgesic and anti-inflammatory activity as an active ingredient marketed by MPLA or its affiliates under the trade name Tripeptofen or any other trade names or trademarks used by MPLA relating to the product and any improvements to such formulations or dosages as may hereafter be distributed by MPLA or its affiliates in the territory during the term of the distribution and supply agreement between Molecular USA and MPLA for the topical application for human use only, and specifically excludes:Business

·Molecular ~~dermatological~~USA through its wholly owned subsidiary orMPLA ~~cosmetic~~is ~~use~~in the business of developing and commercializing a new analgesic and anti-inflammatory molecule known as Tripeptofen. Tripeptofen is likely to appear in a new group of products suitable for the treatment of common every-day pain. As an analgesic and anti-inflammatory drug, orTripeptofen ~~tissue~~is unusual ~~repair~~due orto ~~tissue~~its ~~regeneration~~rapid ~~effect;~~speed of action and its topical or rub-on application.

·The ~~any~~majority ~~use~~of orover-the-counter anti-pain and ~~application~~anti-inflammatory ofproducts sold for the ~~Licensed~~treatment ~~Product~~of inacute localized pain are based on non-~~human~~steroidal ~~groups~~anti-inflammatory drugs or ~~species;~~NSAIDs. The majority of such products are slow acting and provide only mild pain relief.

·The ~~Thermalife~~NSAID group has come under additional ~~cream,~~pressure ~~presently~~and ~~owned~~increasing bymedical ~~PharmaNet~~alarm, ~~the~~as ~~parent~~many ~~company~~drugs in this class have been found to set-back the recovery of ~~MPLA~~certain conditions and treatments for which they were marketed. Moreover, NSAIDs are associated with severe gastro-intestinal side-effects. This has left a niche in an industry under-served by new products and ingredients.

~~All~~MPLA's ~~Licensed~~business ~~Products~~strategy ~~must~~is ~~first~~to ~~obtain~~exploit ~~regulatory~~the ~~clearance in~~fast ~~the~~and ~~United~~locally ~~States~~acting, ~~before~~low ~~they~~side ~~may~~effects, beand ~~marketed~~recovery-enhancing ~~and~~properties ~~sold~~of byits new ~~Molecular~~drug ~~USA~~group inand ~~that~~to ~~territory.~~market ~~Regulatory~~this ~~approval,~~as ~~commencement~~a ~~of the~~new ~~Master~~ingredient, ~~Drug~~enabling ~~File~~pharmaceutical companies ~~("MDF")~~to develop and market ~~approval~~effective ~~are~~and ~~the~~safer ~~focus~~products ofsuited ~~an ongoing program expected~~ to ~~continue~~a ~~over~~broad range ~~the~~of ~~next~~common 18everyday ~~to 24 months~~pain.

~~MPLA has an exclusive license from Cambridge Scientific Pty Ltd~~ of Australia. This license is restricted to a "field of use" defined in the license documentation. Cambridge Scientific Pty Ltd. may grant other licenses to third parties outside the "field of use" the subject of the licenses granted to MPLA.19

~~Patents~~Licensed ~~& Trademarks~~Products

Molecular USA ~~and~~has ~~its~~exclusive ~~subsidiary~~distribution ~~MPLA, regard their intellectual~~rights ~~property~~to ~~rights~~distribute, ~~such as copyrights~~market, ~~trademarks~~promote, ~~trade~~advertise ~~secrets, practices~~ and ~~tools,~~sell ascertain ~~important~~"Licensed ~~to the success of their company. To protect their intellectual property rights~~Products", ~~Molecular USA relies on a combination of patent, trademark and copyright law, trade~~ ~~secret~~with ~~protection,~~metallo-polypeptide ~~confidentiality~~analgesic ~~agreements~~ and ~~other~~anti-inflammatory ~~contractual~~activity ~~arrangements~~as ~~with~~an ~~their employees, affiliates, clients, strategic~~active ~~partners~~ingredient, ~~acquisition targets and others. Effective patent, trademark, copyright and trade secret protection may not be available~~ in ~~every country in which~~ the ~~combined~~United ~~company~~States ~~intends~~(excluding ~~to offer~~ its ~~products.~~territories ~~The steps taken by Molecular USA~~ and ~~MPLA to protect~~possessions) ~~their~~from intellectual property rights may not be adequate. Third parties may infringe or misappropriate the combined company's intellectual property rights or the combined company may not be able to detect unauthorized use and take appropriate steps to enforce its ~~rights. In~~wholly ~~addition,~~owned ~~other~~subsidiary ~~parties may assert infringement claims against the combined~~ company. ~~Such claims, regardless of merit, could result in the expenditure of significant financial and managerial resources~~MPLA. Further, an increasing number of patents are being issued to third parties regarding these processes. Future patents may limit the combined company's ability to use processes covered by such patents or expose the combined company to claims of patent infringement or otherwise require the combined company to seek to obtain related licenses. Such licenses may not be available on acceptable terms. The failure to obtain such licenses on acceptable terms could have a negative effect on the combined company's business.

ToThe ~~protect their~~Licensed ~~intellectual~~Products ~~property~~include ~~rights,~~all ~~MPLA~~products ~~relies~~in onall dosage aforms, ~~combination~~formulations, ofline ~~license~~extensions and package configurations using or ~~patent~~otherwise ~~applications~~incorporating ~~held~~any byaspect ~~Cambridge~~or ~~Scientific~~production ~~Pty~~method ~~Ltd~~of metallo-polypeptide ~~which~~analgesic ~~includes "Analgesic~~ and ~~Anti~~ anti-~~Inflammatory~~inflammatory ~~Composition"~~activity ~~comprising~~as ~~USA~~an ~~patent~~active ~~application~~ingredient inmarketed ~~completion~~by ~~plus~~MPLA ~~PCT~~or ~~Provisional~~its ~~Specification~~affiliates ~~having~~under the ~~same~~trade name ~~designated~~Tripeptofen asor ~~Serial~~any ~~No.~~other trade ~~11/059580.~~names ~~These~~or ~~patent~~trademarks ~~applications~~used ~~embody~~by ~~all~~MPLA relating to the ~~current Analgesic~~product and ~~Anti-inflammatory~~any ~~assets.~~improvements to ~~MPLA~~such ~~will~~formulations ~~also~~or ~~rely~~dosages onas ~~the~~may ~~exclusive nature~~hereafter ofbe distributed by MPLA or its affiliates ~~license,~~in ~~trademark~~the ~~and~~territory ~~copyright~~during ~~law,~~the ~~trade~~term ~~secret~~of ~~protection,~~the distribution and supply ~~confidentiality~~agreement ~~agreements~~between Molecular USA and ~~other~~MPLA ~~contractual~~for ~~arrangements~~the astopical itapplication ~~may~~for ~~execute~~human ~~from~~use ~~time~~only, toand ~~time.~~specifically excludes:

· ~~Management~~dermatological ofor ~~Molecular~~cosmetic ~~USA and MPLA believes that MPLA's products~~use, ~~trademarks,~~or ~~and~~tissue ~~other proprietary~~repair ~~rights~~or dotissue ~~not~~regeneration ~~infringe on the proprietary rights of third parties.~~effect;

· any use or 20application of the Licensed Product in non-human groups or species; and

~~Marketing~~· Thermalife cream, presently owned by PharmaNet, the parent company of MPLA.

~~Molecular~~All ~~USA~~Licensed ~~plans~~Products tomust ~~market~~first ~~its~~obtain regulatory ~~Licensed~~clearance ~~Products,~~in ~~when~~the ~~approved, through~~United ~~existing~~States ~~pharmaceutical~~before ~~distributors~~they may be marketed and sold by ~~collaborative~~Molecular ~~dealings~~USA ~~with~~in ~~major~~that ~~companies~~territory. ~~active~~Regulatory inapproval, commencement of the Master ~~United~~Drug ~~States~~File ("MDF") and ~~Europe~~market approval are the focus of an ongoing program expected to continue over the next 18 to 24 months.

InMPLA ~~addition,~~has ~~Molecular~~an ~~USA~~exclusive ~~plans~~license tofrom ~~explore~~Cambridge Scientific ~~opportunities~~Pty ~~for~~Ltd. ~~direct sales,~~of ~~out-licensing~~Australia. ~~and~~This ~~the~~license ~~integration~~is restricted to a "field of use" defined in the ~~company's~~license ~~proprietary~~documentation. ~~anti-inflammatory~~Cambridge ~~and~~Scientific ~~analgesic~~Pty Ltd. ~~components~~may ingrant ~~products~~other licenses to third parties outside the "field of ~~already~~use" ~~distributed~~the ~~through~~subject ~~various~~of ~~international~~the ~~markets~~licenses granted to MPLA.

~~Molecular~~Patents ~~USA expects that these activities may even help fund the~~& ~~development costs of the Licensed Products in the United States.~~Trademarks

~~Manufacturing~~Molecular USA and its subsidiary MPLA, regard &their ~~Supply~~intellectual property rights, such as copyrights, trademarks, trade secrets, practices and tools, as important to the success of their company. To protect their intellectual property rights, Molecular USA relies on a combination of patent, trademark and copyright law, trade secret protection, confidentiality agreements and other contractual arrangements with their employees, affiliates, clients, strategic partners, acquisition targets and others. Effective patent, trademark, copyright and trade secret protection may not be available in every country in which the combined company intends to offer its products. The steps taken by Molecular USA and MPLA to protect their intellectual property rights may not be adequate. Third parties may infringe or misappropriate the combined company's intellectual property rights or the combined company may not be able to detect unauthorized use and take appropriate steps to enforce its rights. In addition, other parties may assert infringement claims against the combined company. Such claims, regardless of merit, could result in the expenditure of significant financial and managerial resources. Further, an increasing number of patents are being issued to third parties regarding these processes. Future patents may limit the combined company's ability to use processes covered by such patents or expose the combined company to claims of patent infringement or otherwise require the combined company to seek to obtain related licenses. Such licenses may not be available on acceptable terms. The failure to obtain such licenses on acceptable terms could have a negative effect on the combined company's business.

~~Molecular~~To ~~USA~~protect ~~and~~their intellectual ~~MPLA~~property ~~have~~rights, ~~no manufacturing facilities.~~ MPLA ~~is required~~relies toon ~~supply~~a ~~Molecular~~combination ~~USA~~of ~~with~~license ~~all Licensed Products under the distribution~~ and patent ~~supply~~applications ~~agreement~~held ~~entered into~~ by ~~the parties~~Cambridge inScientific ~~October~~Pty ~~2005.~~Ltd which Itincludes "Analgesic isand Anti-Inflammatory ~~likely~~Composition" ~~MPLA~~comprising ~~will~~USA ~~enter~~patent ~~into~~application ~~arrangements with various~~in ~~Good~~completion ~~Manufacturing~~plus ~~Practice~~PCT ~~("GMP")~~Provisional ~~certified~~Specification ~~formulation~~having ~~and~~the ~~manufacturers~~same ofname ~~the~~designated ~~Licensed~~as ~~Products~~Serial ~~for~~No. ~~clinical trial and sales purposes~~11/059580. These ~~formulations~~patent ~~and~~applications embody all the ~~manufacturing facilities must comply with regulations and~~ current ~~good~~Analgesic ~~laboratory practices (or CGLPs),~~ and ~~current~~Anti-inflammatory ~~GMPs,~~assets. ~~enforced~~MPLA bywill ~~the Food and Drug~~also ~~Administration~~rely ~~("FDA").~~on ~~Molecular~~the ~~USA~~exclusive ~~plans~~nature toof ~~continue~~its ~~MPLA's~~license, ~~practice~~trademark toand ~~outsource~~copyright ~~formulation~~law, ~~and~~trade ~~manufacturing~~secret ~~for~~protection, ~~its~~confidentiality ~~clinical~~agreements ~~trials~~ and ~~potential~~other ~~commercialization~~contractual arrangements ~~after~~as ~~the acquisition~~it ofmay ~~MPLA~~execute byfrom ~~Molecular~~time ~~USA~~to time.

Management of Molecular USA ~~has~~and MPLA believes that MPLA's products, trademarks, and other proprietary rights do not ~~entered~~infringe ~~into~~on ~~any~~the ~~supply~~proprietary rights ~~agreements~~of third parties.

~~Competition~~ 20

Molecular USA and MPLA compete in the segment of the pharmaceutical market that treats pain and inflammation, which is highly competitive. We face significant competition from most pharmaceutical companies as well as biotechnology companies that are also researching and selling products designed to treat pain and inflammation. Many of our competitors have significantly greater financial, manufacturing, marketing and product development resources than we do. Large pharmaceutical companies in particular have extensive experience in clinical testing and in obtaining regulatory approvals for drugs. These companies also have significantly greater research capabilities than we do. In addition, many universities and private and public research institutes are active in neurological research, some in direct competition with us. These companies, as well as academic institutions, governmental agencies and other public and private organizations conducting research, also compete with Molecular USA and MPLA in recruiting and retaining highly qualified scientific personnel and consultants and may establish collaborative arrangements with competitors of Molecular USA.Marketing

Molecular USA's ~~competition~~plans ~~will~~to bemarket ~~determined~~its inLicensed Products, ~~part~~when byapproved, ~~the~~through ~~potential indications~~existing ~~for~~pharmaceutical ~~which~~distributors ~~the~~and ~~MPLA's~~by collaborative ~~products~~dealings ~~are~~with ~~developed~~major ~~and~~companies ~~ultimately~~active ~~approved~~in bythe ~~regulatory~~United ~~authorities~~States and Europe.

~~Molecular~~In ~~USA~~addition, ~~knows of other companies and institutions dedicated to the development of anti-pain and anti-inflammatory pharmaceuticals similar to those being developed by MPLA and licensed to~~ Molecular USA. ~~Many~~plans ofto ~~Molecular USA's competitors, existing or potential, have substantially greater financial and technical resources~~explore ~~and~~opportunities ~~therefore~~for ~~may~~direct ~~be in a better position to develop~~sales, ~~manufacture~~out-licensing and ~~market~~the ~~pharmaceutical~~integration ~~products. Many~~ of ~~these competitors~~the ~~are~~company’s ~~also~~proprietary ~~more~~anti-inflammatory ~~experienced with regard to preclinical testing, human clinical trials~~ and ~~obtaining~~analgesic ~~regulatory~~components ~~approvals. The current~~in ~~or future existence of competitive~~ products ~~may~~already ~~also~~distributed ~~adversely~~through ~~affect~~various ~~the~~international ~~marketability of Molecular USA's products~~markets.

Molecular USA expects that these activities may 21even help fund the development costs of the Licensed Products in the United States.

~~Governmental~~Manufacturing ~~Regulation~~& Supply

~~FDA~~Molecular ~~Regulation. Pharmaceutical~~USA ~~products~~and ~~are~~MPLA ~~subject~~have tono ~~extensive~~manufacturing facilities. ~~pre-~~MPLA ~~and~~is ~~post-marketing regulation~~required byto ~~the~~supply ~~FDA,~~Molecular ~~including~~USA ~~regulations~~with ~~that~~all ~~govern~~Licensed ~~the testing,~~Products ~~manufacturing,~~under ~~safety,~~the ~~efficacy,~~distribution ~~labeling, storage, record-keeping, advertising~~ and ~~promotion~~supply ofagreement ~~the~~entered ~~products~~into ~~under~~by the ~~Federal~~parties ~~Food,~~in October ~~Drug~~2005. ~~and~~It ~~Cosmetic~~is ~~Act~~likely ~~and the~~MPLA ~~Public~~will ~~Health~~enter ~~Services~~into ~~Act,~~arrangements ~~and~~with byvarious ~~comparable~~Good Manufacturing ~~agencies~~Practice in("GMP") ~~most foreign~~certified ~~countries.~~formulation ~~The~~and ~~process~~manufacturers ~~required~~of by the ~~FDA~~Licensed ~~before~~Products afor ~~new~~clinical ~~drug~~trial ~~may be marketed in~~and ~~the~~sales Upurposes.S. ~~generally~~These ~~involves~~formulations and the ~~following:~~manufacturing ~~completion~~facilities ofmust ~~pre-clinical laboratory~~comply ~~and~~with ~~animal~~regulations ~~testing;~~and ~~submission~~current ofgood anlaboratory ~~investigational~~practices ~~new drug application~~ (~~"IND"~~or CGLPs), ~~which~~ ~~must~~and ~~become~~current GMPs, ~~effective~~enforced ~~before~~by ~~clinical~~the ~~trials~~Food ~~may~~and ~~begin;~~Drug ~~performance~~Administration of("FDA"). ~~adequate~~Molecular ~~and~~USA ~~well~~plans ~~controlled~~to continue ~~human~~MPLA's ~~clinical~~practice ~~trials~~ to ~~establish~~outsource ~~the~~formulation ~~safety~~ and ~~efficacy~~ ofmanufacturing ~~the~~for ~~proposed~~its clinical ~~drug's~~trials ~~intended use;~~ and ~~approval~~potential bycommercialization after the ~~FDA~~acquisition of ~~a New~~MPLA ~~Drug~~by ~~Application~~Molecular ~~("NDA")~~USA.

~~The~~Molecular ~~activities~~USA ~~required~~has ~~before~~not aentered ~~pharmaceutical~~into ~~agent~~any ~~may be marketed~~supply ~~in the United States begin with pre-clinical testing~~agreements. Pre-clinical tests include laboratory evaluation of potential products and animal studies to assess the potential safety and efficacy of the product and its formulations. The results of these studies and other information must be submitted to the FDA as part of an IND application, which must be reviewed and approved by the FDA before proposed clinical testing can begin. Clinical trials involve the administration of the investigational new drug to healthy volunteers or to patients under the supervision of a qualified principal investigator. Clinical trials are conducted in accordance with Good Clinical Practices under protocols that detail the objectives of the study, the parameters to be used to monitor safety and the efficacy criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND application. Further, each clinical study must be conducted under the auspices of an independent institutional review board. The institutional review board will consider, among other things, ethical factors and the safety of human subjects.

Typically, human clinical trials are conducted in three phases that may overlap. In Phase 1, clinical trials are conducted with a small number of subjects to determine the early safety profile and pharmacology of the new therapy. In Phase 2, clinical trials are conducted with groups of patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and expanded evidence of safety. In Phase 3, large scale, multicenter, comparative clinical trials are conducted with patients afflicted with a target disease in order to provide enough data for the statistical proof of efficacy and safety required by the FDA and others.Competition

~~The~~Molecular ~~results~~USA ofand ~~the~~MPLA ~~pre-clinical~~compete ~~and~~in ~~clinical~~the ~~testing,~~segment ~~together with~~of ~~chemistry~~the ~~and~~pharmaceutical ~~manufacturing~~market ~~information,~~that ~~are~~treats ~~submitted~~pain toand ~~the~~inflammation, ~~FDA~~which inis ~~the~~highly competitive. ~~form~~We offace ansignificant ~~NDA~~competition ~~for~~from amost pharmaceutical ~~product~~companies as inwell ~~order~~as ~~to obtain~~biotechnology ~~approval~~companies tothat ~~commence~~are ~~commercial~~also ~~sales.~~researching Inand ~~responding~~selling products designed to antreat ~~NDA,~~pain ~~the~~and ~~FDA~~inflammation. ~~may~~Many ~~grant~~of ~~marketing~~our ~~approvals~~competitors have significantly greater financial, ~~request~~manufacturing, ~~additional~~marketing and product ~~information~~development orresources ~~further~~than ~~research,~~we ordo. ~~deny~~Large ~~the~~pharmaceutical ~~application~~companies ifin itparticular have ~~determines~~extensive ~~that~~experience ~~the~~in ~~application~~clinical ~~does~~testing ~~not~~and ~~satisfy~~in ~~its~~obtaining regulatory ~~approval~~approvals ~~criteria~~for drugs. ~~Patient-specific~~These ~~therapies~~companies ~~may~~also behave ~~subject~~significantly togreater ~~additional~~research capabilities ~~risk~~than ~~with~~we ~~respect~~do. toIn ~~the~~addition, ~~regulatory~~many ~~review~~universities ~~process.~~and private and public ~~FDA~~research ~~approval~~institutes ~~for~~are aactive ~~pharmaceutical~~in ~~product~~neurological ~~may~~research, ~~not~~some bein ~~granted~~direct competition onwith aus. ~~timely~~These ~~basis~~companies, ifas atwell ~~all~~as academic institutions, governmental oragencies ifand ~~granted~~other ~~may~~public ~~not~~and ~~cover~~private ~~all~~organizations ~~the~~conducting ~~clinical~~research, ~~indications~~also ~~for~~compete ~~which~~with ~~approval~~Molecular isUSA ~~sought~~and orMPLA ~~may~~in ~~contain~~recruiting ~~significant~~and ~~limitations~~retaining highly inqualified ~~the~~scientific ~~form~~personnel ofand ~~warnings,~~consultants ~~precautions~~and ormay establish ~~contraindications~~collaborative arrangements with ~~respect~~competitors ~~to conditions~~ of ~~use~~Molecular USA.

~~Satisfaction~~Molecular ofUSA's ~~FDA~~competition ~~premarket~~will ~~approval~~be ~~requirements~~determined ~~for new drugs~~in ~~typically~~part ~~takes~~by ~~several years, and~~ the ~~actual time required may vary substantially based upon the type, complexity and novelty of the product or targeted disease. Government regulation may delay or prevent marketing of~~ potential ~~products~~indications for awhich ~~considerable period~~the ofMPLA's ~~time and impose costly procedures upon our activities. Success in early stage clinical trials or with prior versions of~~ products ~~does not assure success in later stage clinical trials. Data obtained from clinical activities~~ are ~~not always conclusive~~developed and ~~may~~ultimately beapproved ~~susceptible~~by ~~to varying interpretations that could delay, limit or prevent~~ regulatory ~~approval~~authorities.

Molecular USA knows of other companies and 22institutions dedicated to the development of anti-pain and anti-inflammatory pharmaceuticals similar to those being developed by MPLA and licensed to Molecular USA. Many of Molecular USA's competitors, existing or potential, have substantially greater financial and technical resources and therefore may be in a better position to develop, manufacture and market pharmaceutical products. Many of these competitors are also more experienced with regard to preclinical testing, human clinical trials and obtaining regulatory approvals. The current or future existence of competitive products may also adversely affect the marketability of Molecular USA's products.

~~Once~~Governmental approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing regulatory standards is not maintained or if problems occur after the product reaches the marketplace. In addition, the FDA may require post-marketing studies, referred to as Phase 4 studies, to monitor the effect of an approved product, and may limit further marketing of the product based on the results of these post-market studies. The FDA has broad post-market regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of approvals, seize or recall products, or withdraw approvals.Regulation

~~Facilities~~FDA ~~used~~Regulation. Pharmaceutical toproducts ~~manufacture drugs~~ are subject to ~~periodic inspection~~ byextensive ~~the~~pre- ~~FDA, Drug Enforcement Agency~~ and ~~other~~post-marketing ~~authorities~~regulation ~~where~~by ~~applicable, and must comply with~~ the FDA's, ~~Current~~including ~~Good Manufacturing~~ regulations. that ~~Failure~~govern ~~to comply with~~ the ~~statutory~~testing, ~~and~~manufacturing, ~~regulatory~~safety, ~~requirements~~efficacy, ~~subjects~~labeling, ~~the manufacturer to possible legal or regulatory~~storage, ~~action~~record-keeping, ~~such~~advertising asand ~~suspension~~promotion of ~~manufacturing,~~the ~~seizure~~products ofunder ~~product~~the orFederal Food, ~~voluntary~~Drug ~~recall~~and ofCosmetic aAct ~~product.~~and ~~Adverse experiences with~~ the ~~product~~ ~~must~~Public beHealth ~~reported~~Services toAct, ~~the FDA~~ and ~~could~~by comparable ~~result~~agencies in ~~the~~most ~~imposition~~foreign ofcountries. ~~market~~The ~~restriction~~process ~~through~~required ~~labeling~~by ~~changes~~the ~~or in product~~FDA ~~removal.~~before ~~Product~~a ~~approvals~~new drug may be ~~withdrawn~~marketed ifin ~~compliance~~the ~~with~~U.S. ~~regulatory~~generally ~~requirements~~involves isthe ~~not~~following: completion ~~maintained~~of orpre-clinical iflaboratory ~~problems~~and ~~concerning safety~~animal ortesting; ~~efficacy~~submission of ~~the~~an investigational ~~product~~new ~~occur~~drug ~~following~~application ~~approval.~~("IND"), which must

~~With respect to post-market product advertising and promotion, the~~ FDA imposes a number of complex regulations on entities that advertise and promote pharmaceuticals, which include, among other things, standards and regulations relating to direct-to-consumer advertising, off-label promotion, industry sponsored scientific and educational activities, and promotional activities involving the Internet. The FDA has very broad enforcement authority under the Federal Food, Drug and Cosmetic Act, and failure to abide by these regulations can result in penalties including the issuance of a warning letter directing the entity to correct deviations from FDA standards, a requirement that future advertising and promotional materials be pre-cleared by the FDA, and state and federal civil and criminal investigations and prosecutions.21

~~Research~~become ~~facilities~~effective ~~are~~before ~~subject~~clinical totrials ~~various laws and regulations~~may ~~regarding~~begin; ~~laboratory~~performance ~~practices, the experimental use~~ of ~~animals,~~adequate and ~~the~~well ~~use~~controlled ~~and~~human ~~disposal~~clinical oftrials ~~hazardous or potentially hazardous~~to ~~substances~~establish ~~in connection with~~ the ~~research~~safety inand ~~question.~~efficacy ~~In each~~ of ~~these areas, as above,~~ the ~~government~~proposed ~~has~~drug’s ~~broad~~intended ~~regulatory and~~use; ~~enforcement~~and ~~powers,~~approval ~~including~~by the ~~ability~~FDA ~~to levy fines and civil penalties, suspend or delay issuance~~ of ~~approvals, seize or recall products, and withdraw approvals, any one or more of which could have~~ a ~~material~~New ~~adverse~~Drug ~~effect~~Application ~~upon us~~("NDA").

~~Other~~The activities required before a pharmaceutical ~~Government~~agent ~~Regulations~~may be marketed in the United States begin with pre-clinical testing. Pre-clinical Intests ~~addition~~include tolaboratory evaluation ~~laws~~of potential products and ~~regulations~~animal ~~enforced~~studies byto assess the ~~FDA,~~potential safety ~~research~~and efficacy of ~~Molecular~~the ~~USA's~~product ~~products~~and its formulations. The results of these instudies ~~the~~and ~~United~~other ~~States~~information ~~are~~must ~~subject~~be submitted to ~~regulation~~the ~~under~~FDA ~~National~~as ~~Institutes~~part of ~~Health~~an ~~guidelines~~IND application, aswhich ~~well~~must asbe ~~under~~reviewed and approved by the ~~Controlled~~FDA before proposed ~~Substances~~clinical ~~Act,~~testing can begin. Clinical trials involve the ~~Occupational~~administration ~~Safety~~of ~~and~~the investigational ~~Health~~new ~~Act,~~drug to healthy volunteers or to patients under the ~~Environmental~~supervision of ~~Protection~~a ~~Act~~qualified principal investigator. Clinical trials are conducted in accordance with Good Clinical Practices under protocols that detail the objectives of the study, the ~~Toxic~~parameters ~~Substances~~to ~~Control~~be ~~Act,~~used to monitor safety and the ~~Resource~~efficacy ~~Conservation~~criteria ~~and~~to ~~Recovery~~be ~~Act~~evaluated. ~~and~~Each ~~other~~protocol ~~present~~must ~~and~~be ~~potential~~submitted ~~future~~to ~~federal,~~the ~~state~~FDA as orpart ~~local~~of ~~laws~~the ~~and~~IND ~~regulations~~application. Further, aseach clinical study must be conducted ~~research~~under ~~and~~the ~~development~~auspices of ~~its~~an ~~products~~independent ~~involves~~institutional ~~the~~review ~~controlled~~board. ~~use~~The institutional ofreview ~~hazardous~~board ~~materials~~will consider, ~~chemicals~~among other things, ~~viruses~~ethical factors and ~~various~~the ~~radioactive compounds~~safety of human subjects.

InTypically, ~~addition~~human toclinical ~~regulations~~trials inare ~~the~~conducted ~~United States, Molecular USA's~~in ~~products~~three ~~are~~phases ~~subject~~that tomay aoverlap. ~~variety~~In ofPhase ~~foreign~~1, ~~regulations governing~~ clinical trials ~~and~~are ~~commercial~~conducted ~~sales~~with ~~and~~a small ~~distribution~~number of ~~its Licensed~~subjects ~~Products.~~to ~~Whether~~determine orthe ~~not~~early ~~Molecular~~safety ~~USA~~profile ~~obtains~~and ~~FDA~~pharmacology of ~~approval~~the ~~for~~new atherapy. ~~product~~In Phase 2, ~~Molecular~~clinical ~~USA~~trials orare ~~its~~conducted ~~subsidiaries~~with ~~must~~groups ~~obtain~~of ~~approval~~patients ofafflicted with a ~~product~~specific bydisease ~~the~~in ~~comparable~~order ~~regulatory~~to ~~authorities~~determine ofpreliminary efficacy, ~~foreign~~optimal ~~countries~~dosages ~~before~~and itexpanded ~~can~~evidence ~~commence clinical trials or marketing~~ of ~~the~~safety. ~~product~~In inPhase ~~those~~3, ~~countries.~~large scale, ~~The~~multicenter, ~~approval~~comparative ~~process~~clinical ~~varies~~trials ~~from~~are ~~country~~conducted towith ~~country,~~patients afflicted ~~and~~with ~~the~~a ~~time~~target ~~may~~disease bein ~~longer~~order orto ~~shorter~~provide ~~than that~~enough ~~required~~data for ~~FDA approval. The requirements governing~~ the statistical ~~conduct~~proof of ~~clinical~~efficacy ~~trials, product licensing, pricing~~ and ~~reimbursement vary~~safety ~~greatly~~required ~~from~~by ~~country~~the toFDA ~~country~~and others.

The results of the pre-clinical and clinical 23testing, together with chemistry and manufacturing information, are submitted to the FDA in the form of an NDA for a pharmaceutical product in order to obtain approval to commence commercial sales. In responding to an NDA, the FDA may grant marketing approvals, request additional information or further research, or deny the application if it determines that the application does not satisfy its regulatory approval criteria. Patient-specific therapies may be subject to additional risk with respect to the regulatory review process. FDA approval for a pharmaceutical product may not be granted on a timely basis, if at all, or if granted may not cover all the clinical indications for which approval is sought or may contain significant limitations in the form of warnings, precautions or contraindications with respect to conditions of use.

Satisfaction of FDA premarket approval ~~Sarbanes-Oxley~~requirements ~~Act~~for ofnew ~~2002. On~~drugs ~~July~~typically ~~30,~~takes ~~2002~~several years, ~~President~~and ~~Bush~~the ~~signed~~actual ~~into~~time required ~~law~~may vary substantially based upon the ~~Sarbanes-Oxley~~type, ~~Act~~complexity ofand ~~2002~~novelty of ~~("SOA")~~the product or targeted disease. ~~The~~Government ~~SOA~~regulation ~~imposes~~may adelay ~~wide~~or prevent ~~variety~~marketing of ~~new~~potential ~~requirements~~products onfor ~~both~~a ~~U.S.~~considerable period of time and ~~non-U.S.~~impose costly ~~companies,~~procedures ~~that~~upon ~~file~~our ~~or are~~activities. ~~required~~Success toin ~~file~~early ~~periodic~~stage ~~reports~~clinical trials or with ~~the~~prior ~~Securities~~versions ~~and~~of ~~Exchange Commission~~products ~~(the~~does ~~"SEC")~~not ~~under~~assure ~~the Securities~~success ~~Exchange~~in ~~Act~~later ofstage clinical ~~1934~~trials. ~~Many~~Data ofobtained ~~these~~from ~~new~~clinical ~~requirements~~activities ~~will~~are ~~affect~~not always ~~Molecular~~conclusive ~~USA~~ and ~~its~~may ~~board~~be ofsusceptible ~~directors.~~to ~~For~~varying ~~instance,~~interpretations ~~under~~that ~~the~~could ~~SOA Molecular~~delay, ~~USA~~limit isor ~~required~~prevent ~~to:~~ regulatory approval.

~~· form an audit committees in compliance with the SOA;~~ 22

~~· have~~Once ~~Molecular~~approved, ~~USA's~~the ~~chief~~FDA ~~executive~~may ~~officer~~withdraw the product approval if compliance with pre- and ~~chief~~post-marketing ~~financial~~regulatory ~~officer~~standards ~~certify~~is ~~its~~not maintained ~~financial~~or ~~statements;~~if problems occur after the product reaches the marketplace. In addition, the FDA may require post-marketing studies, referred to as Phase 4 studies, to monitor the effect of an approved product, and may limit further marketing of the product based on the results of these post-market studies. The FDA has broad post-market regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of approvals, seize or recall products, or withdraw approvals.

~~· ensure~~Facilities ~~Molecular~~used ~~USA'~~to manufacture drugs are subject to periodic inspection by the FDA, Drug Enforcement Agency and other authorities where applicable, and must comply with the FDA’s ~~directors~~Current Good Manufacturing regulations. Failure to comply with the statutory and ~~senior~~regulatory requirements ~~officers~~subjects ~~forfeit~~the ~~all~~manufacturer ~~bonuses~~to possible legal or ~~other~~regulatory ~~incentive-based~~action, such ~~compensation~~as suspension of manufacturing, seizure of product or voluntary recall of a product. Adverse experiences with the product must be reported to the FDA and ~~profits~~could ~~received~~result ~~from~~in the ~~sale~~imposition of ~~Molecular~~market ~~USA's~~restriction ~~securities~~through labeling changes or in ~~the~~product ~~twelve~~removal. ~~month~~Product ~~period~~approvals ~~following~~may ~~initial~~be ~~publication~~withdrawn ofif compliance with ~~any~~regulatory ofrequirements ~~Molecular~~is ~~USA's~~not ~~financial~~maintained ~~statements~~or ~~that~~if ~~later~~problems ~~require~~concerning ~~restatement;~~safety or efficacy of the product occur following approval.

~~· disclose~~With ~~any~~respect to post-market product advertising and promotion, the FDA imposes a number of complex regulations on entities that advertise and promote pharmaceuticals, which include, among other things, standards and regulations relating to direct-to-consumer advertising, off-~~balance~~label promotion, ~~sheet~~industry ~~transactions~~sponsored asscientific ~~required~~and educational activities, and promotional activities involving the Internet. The FDA has very broad enforcement authority under the Federal Food, Drug and Cosmetic Act, and failure to abide by these regulations can result in penalties including the issuance ~~SOA;~~of a warning letter directing the entity to correct deviations from FDA standards, a requirement that future advertising and promotional materials be pre-cleared by the FDA, and state and federal civil and criminal investigations and prosecutions.

~~· prohibit~~Research ~~all~~facilities ~~personal~~are ~~loans~~subject to ~~directors~~various laws and ~~officers;~~regulations regarding laboratory practices, the experimental use of animals, and the use and disposal of hazardous or potentially hazardous substances in connection with the research in question. In each of these areas, as above, the government has broad regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of approvals, seize or recall products, and withdraw approvals, any one or more of which could have a material adverse effect upon us.

~~· insure~~Other ~~directors,~~Government ~~officers~~Regulations. In addition to laws and ~~10%~~regulations enforced ~~holders~~by ~~file~~the ~~their~~FDA, ~~Forms~~research 4'of Molecular USA’s ~~within~~products ~~two~~in ~~days~~the United States are subject to regulation under National Institutes of aHealth guidelines, ~~transaction;~~as well as under the Controlled Substances Act, the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other present and potential future federal, state or local laws and regulations, as research and development of its products involves the controlled use of hazardous materials, chemicals, viruses and various radioactive compounds.

~~· adopt~~In addition to regulations in the United States, Molecular USA’s products are subject to a ~~code~~variety of ~~ethics~~foreign regulations governing clinical trials and ~~file~~commercial sales and distribution of its Licensed Products. Whether or not Molecular USA obtains FDA approval for a ~~Form~~product, Molecular ~~8-K~~USA ~~whenever~~or ~~there~~its issubsidiaries must obtain approval of a ~~change~~product by the comparable regulatory authorities of foreign countries before it can commence clinical trials or ~~waiver~~marketing of ~~this~~the ~~code;~~product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

~~· insure Molecular USA's auditor is independent as defined by the SOA.~~ 23

~~The~~Sarbanes-Oxley ~~SOA~~Act ~~has~~of ~~required~~2002. On ~~us to~~July ~~review~~30, ~~our~~2002, ~~current~~President ~~procedures~~Bush ~~and~~signed into ~~policies~~law tothe ~~determine~~Sarbanes-Oxley ~~whether~~Act ~~they~~of ~~comply~~2002 ("SOA"). ~~with~~SOA ~~the~~imposes ~~SOA~~a ~~and~~wide ~~the~~variety of new ~~regulations~~requirements ~~promulgated~~on ~~thereunder~~both U.S. Weand ~~will~~non-U.S. companies, ~~continue~~that file or are required to ~~monitor~~ ~~our~~file ~~compliance~~periodic reports with ~~all~~the Securities ~~future~~and ~~regulations~~Exchange ~~that~~Commission ~~are~~(the ~~adopted~~ "SEC") under the ~~SOA~~ ~~and~~Securities Exchange Act of 1934. Many of these new requirements will affect ~~take~~Molecular ~~whatever~~USA ~~actions~~and ~~are~~its ~~necessary~~board toof ~~ensure~~directors. ~~that~~For weinstance, ~~are~~under inSOA ~~compliance.~~Molecular USA is required to:

~~Environmental~~· form ~~Compliance~~an audit committee in compliance with the SOA;

~~The~~· have ~~nature of~~ Molecular USA's ~~and~~chief ~~MPLA's~~executive ~~business does~~officer ~~not require special environmental or local government approval. Molecular USA~~ and ~~MPLA~~chief ~~are~~financial ~~compliant~~officer ~~with~~certify ~~all~~its ~~environmental~~financial ~~laws. The cost of such compliance is minimal for the company.~~statements;

~~Employees~~· ensure Molecular USA's directors and senior officers forfeit all bonuses or other incentive-based compensation and profits received from the sale of Molecular USA's securities in the twelve month period following initial publication of any of Molecular USA's financial statements that later require restatement;

~~Molecular~~· disclose ~~USA~~any ~~currently~~off-balance ~~has~~sheet notransactions as ~~employees~~required ~~and~~by ~~instead~~the ~~relies on outside contractors.~~SOA;

~~Immediate~~· prohibit ~~Business~~all ~~Plans~~personal loans to directors and officers;

~~The~~· insure ~~Company~~directors, ~~through~~officers ~~its subsidiary MPLA, plans to continue to pursue the various levels of the international regulatory approval processes. Applications~~ and ~~product~~10% ~~opportunities for Tripeptofen are~~holders ~~believed~~file totheir beForms ~~broad~~4's ~~and~~within ~~cover~~two adays ~~range~~ of ~~commercial~~a fields, each with distinct pre-market requirements. The international drug development team, global resources and local know-how will allow MPLA to seek the most time and cost effective regulatory pathways for each product and market sector.transaction;

On· adopt ~~commercial~~a ~~development,~~code ~~MPLA~~of ~~will~~ethics ~~focus~~and onfile ~~consolidating~~a ~~the regulatory~~Form ~~pathway work in order to prioritize the path to market. Jeff Edwards will work to set~~8-~~out~~K whenever ~~the~~there ~~strategies~~is ~~designed~~a ~~to maximize~~change ~~the~~or ~~multi-jurisdictional~~waiver ~~capabilities~~ of ~~MPLA's~~this ~~development~~code; ~~teams.~~ and

· insure Molecular USA's auditor is 24independent as defined by the SOA.

The SOA has required us to review our current procedures and policies to determine whether they comply with the SOA and the ~~Reports~~new regulations promulgated thereunder. We will continue to ~~Security~~monitor ~~Holders~~ our compliance with all future regulations that are adopted under the SOA and will take whatever actions are necessary to ensure that we are in compliance.

WeEnvironmental are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K. Compliance

~~Although~~The ~~our~~nature ~~Internet~~of ~~site www.mpl-usa.com~~Molecular ~~does~~USA's ~~not contain our reports, you may read~~ and ~~copy~~MPLA's ~~any materials~~business wedoes ~~file~~not ~~with~~require ~~the~~special ~~SEC~~environmental ator ~~their Public Reference Room at 450 Fifth~~local ~~Street,~~government Napproval.~~W.,~~ Molecular ~~Washington, D.C. 20549. You may obtain information on the~~USA ~~operation~~and ofMPLA ~~the~~are ~~Public~~compliant ~~Reference~~with ~~Room~~all byenvironmental ~~calling the SEC at 1-800-SEC-0330~~laws. ~~Additionally,~~ ~~the~~The ~~SEC~~cost ~~maintains~~of ansuch ~~Internet site (http://www.sec.gov) that~~compliance ~~contains~~is ~~reports,~~minimal ~~proxy~~for ~~and information statements and other information regarding issuers that file electronically with~~ the ~~SEC~~company.

~~Results of Operation~~ Employees

~~For~~Molecular ~~the~~USA currently has no employees and ~~quarter~~instead ~~ended~~relies ~~September~~on ~~30,~~outside ~~2012~~contractors.

~~Revenues~~Immediate Business Plans

~~REVENUE~~The Company, through its subsidiary MPLA, plans -to ~~Molecular~~continue ~~USA~~to ~~has~~pursue ~~not~~the ~~generated~~various ~~any~~levels ~~revenues~~of the international regulatory approval processes. Applications and product opportunities for ~~the~~Tripeptofen ~~quarter~~are believed ~~ended~~to ~~September~~be 30broad and cover a range of commercial fields, ~~2012~~each with distinct pre-market requirements. The international drug development team, orglobal resources ~~since~~and ~~inception~~local know-how will allow MPLA to seek the most time and cost effective regulatory pathways for each product and market sector.

~~COMMON STOCK~~On -commercial ~~Molecular~~development, ~~USA~~MPLA ~~has~~will ~~not~~focus ~~issued~~on consolidating ~~any~~the ~~shares~~regulatory ~~during~~pathway ~~the~~work ~~most~~in ~~recent~~order ~~quarter~~to prioritize the path to market. AsJeff ofEdwards ~~the~~will ~~date~~work ofto ~~November 7, 2012,~~set-out ~~Molecular~~the ~~USA~~strategies ~~has~~designed ~~111,553,740~~to ~~common~~maximize the ~~shares~~multi-jurisdictional ~~issued~~capabilities ~~and~~of ~~outstanding~~MPLA's development teams.

~~Expenses~~ Results of Operation

~~SUMMARY -~~For ~~Total expenses were $52,096 for~~ the ~~three month period ended September 30,~~quarter ~~2012. Expenses had increased during this past three month period as compared to the three month period~~ ended ~~September~~December 3031, ~~2011 - $27,272. A total of $2,189,115 in expenses has been incurred by Molecular USA since inception on July 14, 2004 through to September 30,~~ 2012. The increase in costs over this three month period has occurred as the result of Molecular USA's wholly owned subsidiary increasing its consulting fees. The costs can be subdivided into the following categories.

Office Expenses and Rent: $8,994 in office expenses (for administrative costs) were incurred for the three month period ended September 30, 2012, as compared to $4,445 for the three month period ended September 30, 2011, while a total of $227,527 was incurred in the period from inception on July 14, 2004 to September 30, 2012. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital. 24

Consulting and Analysis Costs: Molecular USA relies on consultants and other third parties to conduct the majority of its research. For the three month period ended September 30, 2012, $33,480 in consulting and analysis expenses were incurred as compared to $18,464 during the three month period ended September 30, 2011. We have incurred a total of $1,357,621 in consulting and analyst fees since our inception on July 14, 2004 to September 30, 2012. Revenues

REVENUE - ~~Advertising and Promotion Fees:~~ Molecular USA has not ~~spent~~generated noany ~~money~~revenues infor ~~this area this year. During~~ the ~~three~~ quarter ~~month period~~ ended December ~~September 30~~31, 2012, weor ~~spent $Nil on advertising and public relations and $Nil for three month~~since ~~period ended September 30, 2011. A total of $23,739 has been incurred in this area during the period from~~ inception ~~on July 14, 2004 to September 30, 2012~~.

COMMON STOCK – ~~Professional Fees:~~ Molecular USA ~~incurred~~has ~~$9,177~~not issued inany ~~professional~~shares ~~fees~~during ~~for~~ the ~~three~~most ~~month~~recent ~~period~~ quarter. ~~ended~~As onof ~~September 30, 2012, as compared to $4,250 for~~ the ~~three~~date ~~month~~of ~~period~~February ~~ended September 30~~8, ~~2011. From inception to~~ ~~September 30,~~ 2012, weMolecular ~~have~~ USA ~~incurred~~has ~~a total of $368~~111,~~760~~553,740 ~~professional~~common ~~fees~~shares ~~mainly~~issued ~~spent on legal~~ and ~~accounting matters~~outstanding.

Travel Costs: Molecular USA incurred $359 in travel costs for the three month period ended September 30, 2012, as compared to $Nil for the three month period ended September 30, 2011 and $111,693 has been incurred in the period from inception on July 14, 2004 to September 30, 2012. Expenses

SUMMARY – Total ~~Salaries~~expenses ~~and~~were ~~Benefit~~ $100,170 ~~Costs:~~for ~~Molecular USA and~~the six ~~its~~month ~~subsidiary~~period ~~rely~~ended ~~primarily~~December on31, ~~outside consultants and not salaried~~2012. Expenses ~~employees. As~~had aincreased ~~result,~~during ~~Molecular~~this ~~USA~~past ~~incurred~~six ~~$Nil~~month inperiod ~~salaries~~as ~~and~~compared ~~benefits~~to ~~for~~ the ~~three~~six month period ended ~~September~~December 3031, ~~2012~~2011 ~~and~~– $~~Nil~~81,744. inA ~~salaries~~total ~~and~~of $2,237,189 in ~~benefits~~expenses ~~during~~has ~~the~~been ~~three~~incurred ~~month~~by ~~period~~Molecular ~~ended~~USA ~~September,~~since ~~2011.~~inception ~~For~~on ~~the period~~ July 14, 2004 ~~(inception)~~ through to ~~September~~December 3031, 2012,. The increase in costs over this six month period has occurred as the result of Molecular USA’s ~~has~~wholly ~~spent~~owned asubsidiary ~~total~~increase in ofits ~~$44,464~~consulting onfees. The ~~salaries~~costs can ~~and~~be ~~benefits~~subdivided into the following categories.

Office Expenses and Rent: $15,780 in 25 office expenses (for administrative costs) were incurred for the six month period ended December 31, 2012, as compared to $10,573 for the six month period ended December 31, 2011, while a total of $234,313 was incurred in the period from inception on July 14, 2004 to December 31, 2012. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.
Consulting and Analysis Costs: Molecular USA ~~continues~~relies on consultants and other third parties to conduct ~~carefully~~the ~~control~~majority of its ~~expenses~~research. For the six month period ended December 31, 2012, $64,118 in consulting and ~~overall~~analysis ~~costs~~expenses aswere itincurred ~~moves~~as ~~forward~~ compared ~~with~~to $60,133 during the ~~development~~six ofmonth ~~its~~period ~~new~~ended ~~business~~December 31, ~~plan~~2011. We ~~Molecular~~have ~~USA~~incurred ~~does~~a ~~not have~~total ~~any~~of ~~employees~~$1,354,259 in consulting and ~~engages~~analyst ~~personnel~~fees ~~through~~since ~~outside~~our ~~consulting contracts or~~inception ~~agreements~~on orJuly ~~other~~14, ~~such~~2004 ~~arrangements~~to December 31, 2012.
~~Income~~Advertising ~~Tax~~and ~~Provision:~~Promotion We Fees: ~~have~~Molecular ~~losses~~USA ~~carried~~has ~~forward~~spent ~~for~~no ~~income~~money ~~tax~~in ~~purpose~~this toarea ~~September~~this ~~30, 2012~~year. ~~There~~ During ~~are no current or deferred tax expenses for~~ the ~~three~~six month period ended ~~September~~ 30December 31, 2012, ~~due~~we tospent ~~our~~$Nil ~~loss~~on advertising ~~position. We~~and ~~have~~public ~~fully~~relations ~~reserved~~and $Nil for ~~any benefits~~six ofmonth ~~these~~period ~~losses~~ended December 31, 2011. ~~The~~A ~~deferred~~total ~~tax consequences~~ of ~~temporary~~$23,739 has ~~differences~~ been incurred in ~~reporting~~this ~~items~~area ~~for~~during ~~financial~~the ~~statement~~period ~~and~~from ~~income~~inception ~~tax~~on ~~purposes are~~July ~~recognized~~14, as2004 ~~appropriate~~to December 31, 2012.
~~Liquidity~~Professional ~~and~~Fees: ~~Capital~~Molecular ~~Resources~~USA incurred $19,743 in professional fees for the six month period ended on December 31, 2012, as compared to $10,813 for the six month period ended December 31, 2011. From inception to December 31, 2012 we have incurred a total of $379,326 professional fees mainly spent on legal and accounting matters.
~~During~~Travel ~~the~~Costs: ~~three month period ended September 30, 2012,~~ Molecular USA ~~satisfied its working capital~~ ~~needs~~ incurred by$359 ~~borrowing~~in ~~cash~~travel ~~from~~costs ~~its~~for ~~parent~~the ~~company~~six ~~PharmaNet. As~~month ofperiod ~~September~~ended 30December 31, 2012, ~~the~~as ~~Company~~compared ~~had~~to ~~cash~~$Nil ~~and~~for ~~cash equivalents on hand in~~ the ~~amount~~six ofmonth ~~$11,443 ($2,572~~period -ended ~~June~~December 3031, ~~2012)~~2011 and ~~current payable and accrued liabilities of~~ $18111,~~300 ($19,252~~693 -has ~~June~~been ~~30,~~incurred ~~2012). As~~in ofthe ~~September 30, 2012, Molecular USA currently~~period ~~owes~~ from ~~its~~inception ~~parent~~on ~~company~~July ~~PharmaNet~~14, ~~$2,118,945,~~2004 ~~an additional $45,008~~ to ~~other~~December ~~related parties~~ 31, ~~and $18,300 to non-related parties~~2012. Given the proposed business activities of Molecular USA and its subsidiary, management does not expect that the current level of cash on hand will be sufficient to fund its operation for the next twelve month period.
Salaries and Benefit To Costs: ~~achieve~~Molecular ~~our~~USA ~~goals~~and its subsidiary rely primarily on outside consultants and not salaried employees. As a result, Molecular USA incurred ~~objectives~~ $Nil in salaries and benefits for the ~~next~~six 12month ~~months~~period ended December 31, 2012 weand ~~plan~~$Nil toin ~~raise~~salaries ~~additional~~and ~~capital~~benefits ~~through~~during the six month period ended December, ~~private~~ 2011. ~~placements~~For ofthe ~~our~~period ~~equity~~July ~~securities~~14, ~~and future~~2004 ~~financing~~(inception) ~~from~~through ~~our~~December 31, 2012, Molecular USA ~~majority~~ has ~~shareholder~~spent ~~PharmaNet~~a total of $44,464 on salaries and benefits.

Molecular USA Wecontinues ~~plan~~ to ~~use~~carefully ~~any additional~~control ~~funds~~its ~~that~~expenses weand ~~might~~overall becosts ~~successful~~as init ~~raising~~moves forward ~~for~~with the development, asof ~~well~~its new business plan. Molecular USA does not ashave ~~for~~any ~~strategic~~employees ~~acquisition~~and ofengages ~~existing~~personnel ~~businesses~~through ~~that~~outside ~~complement~~consulting ~~our~~contracts ~~market niche,~~or ~~and~~agreements ~~general~~or ~~working~~other ~~capital~~such ~~purposes~~arrangements.

IfIncome weTax Provision: We have losses carried forward for income tax purpose to December 31, 2012. There are ~~unsuccessful~~no current or indeferred ~~obtaining~~tax ~~new~~expenses ~~capital~~for the six month period ended December 31, ~~our~~2012, ~~ability~~due to ~~seek~~our ~~and~~loss ~~consummate~~position. We ~~strategic acquisitions~~have tofully ~~build~~reserved ~~our~~for ~~company~~any ~~internationally~~benefits of ~~and~~these tolosses. The ~~expand~~deferred tax consequences of ~~our~~temporary ~~business~~differences in reporting items for financial ~~development~~statement and ~~marketing~~income ~~programs~~tax ~~could~~purposes beare ~~adversely~~recognized ~~affected~~as appropriate.

~~Off-Balance~~Liquidity ~~Sheet~~and ~~Arrangement~~Capital Resources

During the six month period ended December 31, 2012, Molecular USA satisfied its working capital needs by borrowing cash from its parent company PharmaNet. As December 31, 2012, the Company had cash and cash equivalents on hand in the amount of ~~September~~$5,994 ($2,572– June 30, 2012) and current payable and accrued liabilities of $7,184 ($19,252 – June 30, 2012). As December 31, 2012, Molecular USA currently ~~did~~owes its parent company PharmaNet, $2,215,452, an additional $4,660 ~~not~~to ~~have~~other ~~any~~related ~~off~~parties, and $7,184 to non-~~balance~~related ~~sheet~~parties. Given ~~arrangements~~the proposed business activities of Molecular USA and its subsidiary, management does not expect that the current level of cash on hand will be sufficient to fund its operation for the next twelve month period.

~~Research and Development~~ 25

~~Since~~To ~~the~~achieve ~~acquisition~~our ofgoals ~~MPLA~~and objectives for the next 12 months, ~~Molecular~~we ~~USA~~plan ~~has~~to ~~maintained~~raise ~~MPLA's~~additional capital through private placements of ~~research~~our equity securities and ~~development~~future ~~program~~financing ~~to:~~from our majority shareholder PharmaNet.

~~Refine~~We ~~and~~plan ~~prove-up~~to ~~its~~use ~~proprietary~~any ~~active~~additional ~~ingredients~~funds ~~and~~that towe ~~commence~~might ~~the~~be ~~processes~~successful ~~that~~in ~~will~~raising ~~lead~~for todevelopment, ~~the~~as ~~issue~~well as for strategic acquisition of aexisting ~~Master~~businesses ~~Drug~~that ~~File~~complement ~~registration~~our ofmarket ~~its~~niche, ~~products;~~and general working capital purposes.

~~Define~~If ~~the~~we ~~mode~~are ofunsuccessful ~~action~~in obtaining new capital, our ability to seek and ~~potential~~consummate ofstrategic ~~Tripeptofen~~acquisitions into ~~both~~build our company internationally inand ~~vitro,~~to ~~animal~~expand of our business development and ~~human~~marketing ~~studies;~~programs could be adversely affected.

~~Gain~~Off-Balance ~~Australian regulatory and marketing approval;~~Sheet Arrangement

~~Gain~~As ~~European~~of ~~regulatory~~December 31, ~~approval;~~2012, ~~and~~Molecular USA did not have any off-balance sheet arrangements.

~~Commence~~Research ~~application~~and ~~for American regulatory approval.~~Development

Since the acquisition of MPLA, Molecular USA has maintained 26MPLA’s research and development program to:

~~MPLA~~ isRefine ~~in the business of developing~~ and ~~commercializing~~prove-up aits ~~new~~proprietary ~~analgesic~~active ingredients and ~~anti-inflammatory~~to ~~molecule known~~commence asthe ~~Tripeptofen.~~processes ~~Tripeptofen~~that iswill ~~likely~~lead to ~~appear in a new group of products suitable for~~ the ~~treatment~~issue of ~~common~~a ~~every-day pain. As an analgesic and~~Master ~~anti-inflammatory~~Drug ~~drug,~~File ~~Tripeptofen~~registration ~~is unusual due to its rapid speed~~ of ~~action and~~ its ~~topical or rub-on application.~~ products;
OnDefine ~~April 19, 2006, Molecular USA announced~~ the ~~filing~~mode of aaction ~~new patent, Tissue Disruption Treatment~~ and ~~Composition~~ ~~for~~potential ~~Use (US Patent number 11218382). The patent describes a proprietary process for the manufacture~~ of ~~topical biological secondary injury~~ ~~mediators~~ Tripeptofen ~~(B-SIMs)~~in ~~that~~both ~~should~~in ~~have local~~vitro, ~~rather~~animal ~~than systemic, effects~~ and ~~may be~~human significantly less expensive to manufacture than conventional B-SIMs. MPLA is developing its B-SIMs to stop the tissue disruption that occurs after injury by suppressing the body's reactions, such as inflammation and damage/death of otherwise uninjured cells that are triggered in response to primary injury.studies;
~~The~~Gain ~~first~~Australian ~~conditions~~regulatory ~~targeted by MPLA will be the musculoskeletal injuries. The use of a B-SIM in these markets represents a new approach to one of the world's largest over the counter drug markets~~ and ~~includes indications such as joint inflammation, musculoskeletal pain, overuse and strain injuries, burns and even~~marketing surgical and cosmetic procedures. MPLA's proprietary, industrially scalable peptide-ligand bond exchange (PLBE) B-SIM manufacturing process involves the disassociation of proteins, rather than the far more costly process of assembling B-SIMs one sequence at a time. The patent was lodged in the name of Cambridge Scientific Pty Ltd approval; however, Molecular USA holds the worldwide exclusive license to manufacture, commercialize, market and distribute topical anti-inflammatory and analgesic products based on the proprietary MPL-TL compound.
~~Molecular~~Gain ~~USA~~European isregulatory ~~still~~approval; ~~working on the projections regarding the necessary expenditure~~ and ~~time frame involved in pursuing this research and development program. Any such program will also be subject to Molecular USA raising the necessary funds to advance such a program.~~
~~Capital~~Commence ~~Expenditure~~application ~~Commitments~~for American regulatory approval.

~~Capital~~MPLA ~~expenditures~~is ~~for~~in the ~~three~~business ~~month~~of ~~period~~developing ~~ended~~and commercializing ~~September~~a new analgesic and anti-inflammatory molecule known as ~~30,~~Tripeptofen. ~~2012,~~Tripeptofen ~~amounted~~is likely to ~~$Nil~~appear in a new group of products suitable for the treatment of common every-day pain. ~~Molecular~~As ~~USA~~an ~~does~~analgesic ~~not~~and anti-inflammatory ~~anticipate~~drug, ~~any~~Tripeptofen ~~significant~~is ~~purchase~~unusual ordue ~~sale~~to its rapid speed of ~~equipment~~action and ~~over~~its ~~the~~topical ~~next~~or 12rub-on ~~months~~application.

On April 19, 2006, Molecular USA announced the filing of a new patent, ~~Changes~~Tissue Disruption Treatment and Composition for Use (US Patent number in11218382). ~~Accounting~~The ~~Policies~~patent describes a proprietary process for the manufacture of topical biological secondary injury mediators (B-SIMs) that should have local, rather than systemic, effects and may be significantly less expensive to manufacture than conventional B-SIMs. MPLA is developing its B-SIMs to stop the tissue disruption that occurs after injury by suppressing the body's reactions, such as inflammation and damage/death of otherwise uninjured cells that are triggered in response to primary injury.

The first conditions targeted by MPLA will be the Inmusculoskeletal ~~December~~injuries. The use ~~2011,~~of ~~the~~a ~~Financial~~B-SIM ~~Accounting~~in ~~Standards~~these ~~Board~~markets ~~("FASB") issued~~represents ~~Accounting~~a ~~Standards~~new ~~Update~~approach ~~("ASU") No.~~to ~~2011-12,~~one ~~"Comprehensive~~of ~~Income".~~ the ~~This~~world’s ~~ASU~~largest ~~effectively~~over ~~defers~~ the ~~changes~~counter indrug ~~ASU~~markets ~~No.~~and ~~2011-05,~~includes ~~"Presentation~~indications ofsuch ~~Comprehensive~~as ~~Income"~~joint ~~that~~inflammation, ~~relate~~musculoskeletal topain, ~~the~~overuse ~~presentation~~and ofstrain injuries, ~~reclassification~~burns ~~adjustments~~and ~~out~~even ofsurgical ~~accumulated~~and ~~other~~cosmetic ~~comprehensive income~~procedures. ~~ASU~~MPLA’s proprietary, industrially ~~No.~~scalable ~~2011~~peptide-12ligand ~~should~~bond beexchange ~~applied~~(PLBE) ~~retrospectively~~B-SIM ~~and~~manufacturing isprocess involves ~~effective~~the ~~for~~disassociation ~~fiscal~~of ~~years~~proteins, ~~and~~ ~~interim~~rather ~~periods~~than ~~within~~the ~~those~~far ~~years,~~more ~~beginning~~costly process ~~after~~of ~~December~~assembling ~~15,~~B-SIMs ~~2011. As ASU~~one Nosequence at a time. ~~2011-12~~The ~~relates~~patent ~~only~~was tolodged in the ~~presentation~~name of ~~Comprehensive~~Cambridge ~~Income~~Scientific Pty Ltd; however, Molecular USA holds the ~~adoption~~worldwide ofexclusive ~~this~~license ~~update~~to ~~did~~manufacture, ~~not~~commercialize, ~~have~~market aand distribute ~~material~~topical ~~effect~~anti-inflammatory and analgesic products based on the ~~Company's~~ ~~interim~~proprietary ~~consolidated~~MPL-TL ~~financial statements~~compound.

In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income". This ASU presents an entity with the option to present the total of comprehensive income, the components of net income, and the component of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of other 26

Molecular USA is still working on the projections 27regarding the necessary expenditure and time frame involved in pursuing this research and development program. Any such program will also be subject to Molecular USA raising the necessary funds to advance such a program.

~~comprehensive~~Capital ~~income along with a total for other comprehensive income, and a~~Expenditure total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity/deficit. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU No. 2011-05 should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after 15 December 2011. As ASU No. 2011-05 relates only to the presentation of Comprehensive Income, the adoption of this update did not have a material effect on the Company's interim consolidated financial statements. Commitments

InCapital ~~May 2011,~~expenditures ~~the~~for ~~FASB issued ASU No. 2011-04, "Fair Value Measurement" to amend~~ the ~~accounting~~six ~~and~~month ~~disclosure~~period ~~requirements~~ended onDecember ~~fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets~~31, ~~permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis~~2012, ~~and~~amounted provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to ~~changes in unobservable inputs~~$Nil. ~~ASU~~ ~~No.~~Molecular ~~2011-04~~USA isdoes tonot ~~be applied prospectively and is effective during~~anticipate ~~interim~~any ~~and~~significant ~~annual~~purchase ~~periods~~or ~~beginning~~sale ~~after 15 December 2011. The adoption~~ of ~~this~~ ~~update~~equipment ~~did~~over ~~not have a material effect on~~ the ~~Company's~~next ~~interim~~12 ~~consolidated financial statements~~months.

~~Critical~~Changes ~~Accounting~~in Accounting Policies ~~and Estimates~~

~~Our~~In ~~quarterly~~December ~~interim~~2011, ~~consolidated~~the ~~financial~~Financial ~~statements~~Accounting ~~and~~Standards ~~accompanying notes~~Board ~~are~~("FASB") ~~prepared~~issued inAccounting ~~accordance~~Standards Update ~~with~~("ASU") ~~generally~~No. 2011-12, ~~accepted~~"Comprehensive ~~accounting~~Income". This ~~principles~~ASU ~~used~~effectively indefers the ~~United~~changes ~~States~~in ASU No. ~~Preparing~~2011-05, ~~financial~~"Presentation ~~statements~~of Comprehensive Income" ~~requires~~that ~~management~~relate to ~~make~~the ~~estimates~~presentation ~~and~~of ~~assumptions~~reclassification ~~that~~adjustments ~~affect~~out ~~the~~of accumulated ~~reported~~other ~~amounts~~comprehensive ofincome. ~~assets,~~ASU ~~liabilities,~~No. ~~revenue,~~2011-12 ~~and~~should ~~expenses.~~be applied ~~These~~retrospectively ~~estimates~~and is effective for fiscal years, and ~~assumptions~~interim ~~are~~periods ~~affected~~within those byyears, ~~management's~~beginning ~~application~~after ofDecember ~~accounting~~15, ~~policies~~2011. WeAs ~~believe~~ASU ~~that~~No. ~~understanding~~2011-12 relates only to the ~~basis~~presentation ~~and~~of ~~nature~~Comprehensive ofIncome, the ~~estimates~~adoption ~~and~~of ~~assumptions~~this ~~involved~~update ~~with~~did not ~~the~~have ~~following~~a ~~aspects~~material ofeffect ~~our~~on the Company's interim consolidated financial statements ~~is critical to an understanding of our financials~~.

~~Stock-based compensation Effective~~In ~~January~~June 12011, ~~2006,~~ the FASB ~~Company~~issued ~~adopted~~ASU ~~the~~No. ~~provisions~~2011-05, "Presentation of ~~ASC~~Comprehensive ~~718,~~ Income"~~Compensation~~. This -ASU ~~Stock~~presents ~~Compensation",~~an ~~which~~entity ~~establishes~~with ~~accounting~~the ~~for~~option ~~equity~~to ~~instruments~~present ~~exchanged for~~the ~~employee~~total ~~services.~~of ~~Under~~comprehensive income, the ~~provisions~~components of ~~ASC~~net ~~718~~income, ~~stock-based~~and ~~compensation~~the ~~cost~~component isof ~~measured~~other atcomprehensive income ~~the~~either ~~grant~~in ~~date,~~a ~~based~~single oncontinuous ~~the calculated~~statement ~~fair~~of ~~value~~comprehensive ofincome ~~the~~or ~~award,~~in two ~~and~~separate isbut ~~recognized~~consecutive asstatements. In both choices, an ~~expense~~entity ~~over~~is ~~the~~required ~~employees'~~to ~~requisite~~present ~~service~~each ~~period~~component ~~(generally~~of ~~the~~other ~~vesting~~comprehensive ~~period~~income ofalong ~~the~~with ~~equity~~a ~~grant).~~total for ~~The~~other ~~Company~~comprehensive ~~adopted~~income, ~~ASC~~and ~~718~~a ~~using~~total ~~the~~amount ~~modified~~for ~~prospective~~comprehensive income. This ~~method,~~update ~~which~~eliminates ~~requires~~ the ~~Company~~option to ~~record~~present ~~compensation~~the ~~expense~~components ~~over~~of ~~the~~other ~~vesting~~comprehensive ~~period~~income ~~for~~as ~~all~~part ~~awards~~of ~~granted~~the statement ~~after~~of ~~the~~changes ~~date~~in ofstockholders’ ~~adoption,~~equity/deficit. The ~~and~~amendments ~~for~~in ~~the~~this ~~unvested portion~~update ofdo ~~previously~~not change ~~granted~~the ~~awards~~items that ~~remain~~must ~~outstanding~~be atreported ~~the~~in ~~date~~other ofcomprehensive ~~adoption.~~income ~~Accordingly,~~or ~~the~~when ~~financial~~an item ~~statements~~of ~~for the~~other ~~periods~~comprehensive ~~prior~~income must be reclassified to ~~January~~net 1,income. ASU ~~2006~~No. ~~have~~2011-05 ~~not~~should ~~been~~be ~~restated~~applied retrospectively toand ~~reflect~~is ~~the~~effective ~~fair~~for ~~value~~fiscal ~~method~~years, ofand ~~expensing~~interim ~~share-based~~periods ~~compensation.~~within ~~The~~those ~~adoption~~years, ofbeginning ~~ASC~~after ~~718~~15 ~~does~~December ~~not~~2011. As ~~change~~ASU ~~the~~No. ~~way~~2011-05 relates only to the presentation ~~Company~~of ~~accounts~~Comprehensive ~~for~~Income, ~~share-based~~the ~~payments~~adoption toof ~~non-employees,~~this ~~with~~update ~~guidance~~did ~~provided~~not have bya ~~ASC~~material ~~505-50,~~effect ~~"Equity-Based~~on ~~Payments~~the toCompany’s ~~Non-Employees"~~interim consolidated financial statements.

~~Item~~In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement" to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. ASU ~~Quantitative~~No. 2011-04 is to be applied prospectively and ~~Qualitative~~is ~~Disclosures~~effective ~~About~~during ~~Market~~interim ~~Risk~~and annual periods beginning after 15 December 2011. The adoption of this update did not have a material effect on the Company’s interim consolidated financial statements.

~~Interest Rate Risk~~ 27

~~Due~~Critical toAccounting ~~the~~Policies ~~short-term nature of our interest bearing assets, which consist primarily of cash~~ and ~~cash equivalents and no restricted cash, we believe that our exposure to interest rate market risk will not significantly affect our operations.~~Estimates

Our quarterly interim consolidated financial 28statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our interim consolidated financial statements is critical to an understanding of our financials.

~~Foreign~~Stock-based compensation Effective January ~~Currency~~1, ~~Risk~~2006, the Company adopted the provisions of ASC 718, "Compensation – Stock Compensation", which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, the financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. The adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, "Equity-Based Payments to Non-Employees".

~~Our~~Item ~~head office and lab operations are based in Australia~~3. ~~Accordingly, we~~Quantitative ~~have been subject to exposure from adverse movements in foreign currency exchange rates. To date, the effect of changes in foreign currency exchange rates on revenue~~ and ~~operating~~Qualitative ~~expenses~~Disclosures ~~has~~about ~~not~~Market ~~been material as we have had no revenue and limited operations~~Risk. ~~Operating expenses incurred by our foreign subsidiaries were denominated in local currencies. We have not used financial instruments to hedge these operating expenses.~~

~~Item~~Interest 4.Rate ~~Controls~~Risk ~~and Procedures.~~

~~(a)~~Due ~~Evaluation~~to the short-term nature of our interest ~~disclosure~~bearing ~~controls~~assets, which consist primarily of cash and ~~procedures~~cash equivalents and no restricted cash, we believe that our exposure to interest rate market risk will not significantly affect our operations.

~~Disclosure~~Foreign ~~controls~~Currency ~~are~~Risk controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our ~~management~~ ~~carried~~head ~~out~~office anand ~~evaluation~~lab ~~(with~~operations ~~the~~are ~~participation~~based ~~of our~~in ~~Chief~~Australia. ~~Executive~~Accordingly, ~~Officer~~we ~~("CEO") and~~have ~~Chief~~been ~~Financial~~subject ~~Officer~~to ~~("CFO")~~exposure from adverse movements ),in offoreign ~~the~~currency ~~effectiveness~~exchange ofrates. ~~the~~To ~~design~~date, ~~and~~the ~~operation~~effect of ~~our~~changes ~~disclosure~~in ~~controls~~foreign ~~and~~currency ~~procedures~~exchange ~~pursuant~~rates toon ~~Rules~~revenue ~~13a-15(e)~~ and ~~15d-15(e)~~operating ~~under~~expenses ~~the~~has ~~Securities~~not been material ~~Exchange~~as ~~Act~~we ofhave ~~1934~~had ~~("Exchange~~no ~~Act").~~revenue ~~Based~~and ~~upon~~limited ~~that~~operations. ~~evaluation, the~~Operating ~~Corporation's~~expenses ~~CEO~~incurred ~~and~~by our ~~CFO~~foreign ~~have~~subsidiaries ~~concluded~~were ~~that~~denominated ~~the~~in ~~Company's~~local ~~disclosure controls~~currencies. ~~and~~We ~~procedures~~have ~~were~~not ~~effective~~used financial asinstruments ofto ~~September~~hedge ~~30,~~these ~~2012~~operating expenses.

~~(b)~~Item ~~Internal~~4. ~~control~~Controls ~~over~~and ~~financial reporting~~ Procedures.

~~Management's~~(a) ~~annual~~Evaluation ~~report~~of ondisclosure ~~internal~~controls and ~~control~~procedures ~~over financial reporting~~

~~Management~~Disclosure iscontrols ~~responsible~~are ~~for~~controls ~~establishing~~ and ~~maintaining~~procedures ~~adequate~~that are designed to ~~internal~~ensure ~~control~~that ~~over~~information ~~financial~~required ~~reporting~~to asbe ~~defined~~disclosed in ~~Rules~~our ~~13a-15(f)~~reports ~~and~~filed ~~15d-15(f)~~ under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure ~~Our~~controls ~~internal~~and ~~control~~procedures include, without limitation, controls and ~~over~~procedures ~~financial~~designed ~~reporting~~to isensure ~~intended~~that information required to ~~provide~~be ~~reasonable~~disclosed ~~assurance~~by ~~regarding~~a company in the ~~reliability~~reports ofthat ~~financial~~it ~~reporting~~files ~~and~~or submits under the ~~preparation~~Exchange Act is accumulated ofand ~~financial~~communicated ~~statements~~to ~~for~~the ~~external~~company's ~~purposes~~management, inincluding ~~accordance~~its ~~with~~principal ~~U.S.~~executive and ~~GAAP.~~principal ~~Our~~financial ~~internal~~officers, ~~control~~or ~~over~~persons ~~financial~~performing ~~reporting~~similar ~~should~~functions, as ~~include~~appropriate ~~those~~to ~~policies~~allow ~~and~~timely ~~procedures~~decisions ~~that:~~regarding required disclosure.

~~· pertain~~Our tomanagement carried out an evaluation (with the ~~maintenance~~participation of ~~records~~our Chief ~~that,~~Executive inOfficer ~~reasonable~~("CEO") and ~~detail~~Chief Financial Officer ("CFO") ), ~~accurately~~of ~~and~~the ~~fairly~~effectiveness ~~reflect~~of the ~~transactions~~design and ~~dispositions~~ operation of our ~~assets;~~disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange

~~· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in~~ ~~accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and~~28

~~· provide~~Act"). ~~reasonable~~Based ~~assurance~~upon ~~regarding~~that ~~prevention~~evaluation, orthe ~~timely~~Corporation's ~~detection~~CEO ofand ~~unauthorized~~CFO ~~acquisition,~~have concluded ~~use~~that orthe ~~disposition~~Company's ~~of our~~disclosure ~~assets~~controls ~~that~~and ~~could~~procedures ~~have~~were aeffective as ~~material~~of ~~effect~~December on31, ~~the financial statements~~2012.

~~Because~~(b) ofInternal ~~its inherent limitations, internal~~ control over ~~financial~~ financial reporting may not prevent or detect misstatements. Also, 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.

~~As required by Rule 13a-15(c) promulgated under the Exchange Act,~~ Management~~, with the participation of CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2012. Management~~'s ~~assessment~~ ~~took~~annual ~~into~~report ~~consideration the size and complexity of the company and was based~~ on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies. In performing the assessment, Management has concluded that our internal control over financial reporting ~~was effective as of September 30, 2012.~~

Management is responsible for establishing and maintaining adequate 29internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that:

~~Attestation~~· pertain ~~report~~to the maintenance of records that, in reasonable detail, accurately and fairly reflect the ~~registered~~transactions ~~public~~and ~~accounting~~dispositions ~~firm~~ of our assets;

~~This~~· provide ~~quarterly~~reasonable ~~report does~~assurance ~~not~~that ~~include~~transactions anare ~~attestation~~recorded ~~report of the Company's registered public~~as ~~accounting~~necessary ~~firm~~to ~~regarding~~permit ~~internal~~preparation ~~control~~of ~~over~~ financial ~~reporting. Management's~~statements ~~report~~in ~~was~~accordance ~~not subject to attestation by the Company's registered~~with ~~public~~applicable ~~accounting~~GAAP, ~~firm~~and ~~pursuant~~that toreceipts ~~temporary~~and ~~rules~~expenditures ofare ~~the~~being ~~SEC~~made ~~that~~only ~~permit the~~in ~~Company~~accordance towith ~~provide~~authorizations ~~only~~of management's ~~report~~and inthe ~~this~~Board ~~quarterly~~of ~~report.~~ Directors; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized ~~Changes~~acquisition, inuse ~~internal~~or ~~control~~disposition ~~over~~of our assets that could have a material effect on the financial ~~reporting~~ statements.

~~Based~~Because ~~on the evaluation as~~ of ~~September~~its ~~30,~~inherent ~~2012~~limitations, ~~Jeffery~~internal ~~Edwards,~~control ~~our~~over ~~President, CEO and CFO have~~financial ~~concluded~~reporting ~~that~~may ~~there~~not ~~were~~prevent noor ~~significant~~detect ~~changes~~misstatements. inAlso, ~~our~~projections ~~internal~~of ~~controls over~~any ~~financial~~evaluation ~~reporting~~of oreffectiveness into ~~any~~future ~~other~~periods ~~areas~~are ~~that~~subject ~~could~~to ~~significantly~~the ~~affect~~risk ~~our~~that ~~internal~~ controls ~~subsequent~~may tobecome ~~the~~inadequate ~~date~~because of ~~his~~changes ~~most~~in ~~recent evaluation~~conditions, ~~including~~ ~~corrective~~or ~~actions~~that ~~with~~the ~~regard~~degree toof ~~significant~~compliance ~~deficiencies~~with ~~and~~the ~~material~~policies ~~weaknesses~~or procedures may deteriorate.

As required by Rule 13a-15(c) promulgated under the Exchange Act, Management, 30with the participation of our CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2012. Management's assessment took into consideration the size and complexity of the company and was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies. In performing the assessment, Management has concluded that our internal control over financial reporting was effective as of December 31, 2012.

~~PART~~Attestation IIreport -of ~~OTHER~~the ~~INFORMATION~~registered public accounting firm

~~Item~~This 1quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. ~~Legal~~Management's ~~Proceedings~~report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only Management's report in this quarterly report.

WeChanges ~~know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff~~ in ~~any~~internal ~~material~~control ~~proceeding~~over orfinancial pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.reporting

~~Item~~Based ~~1A.~~on ~~Risk~~the ~~Factors~~evaluation as of December 31, 2012, Jeffery Edwards, our President, CEO, and CFO has concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

~~As a "smaller reporting company" as defined by Item 10(f)~~ ~~of Regulation S-K, the Company is not required to provide information required by this Item.~~29

~~Item~~ PART 2.II ~~Unregistered~~- ~~Sales~~OTHER ~~of Equity Securities and Use of Proceeds.~~INFORMATION

~~Recent~~Item ~~Sale~~1. ofLegal ~~Unregistered Securities~~Proceedings.

~~Not~~We ~~Applicable~~know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~Use~~Item of1A. ~~Proceeds~~Risk ~~from Unregistered Securities~~Factors.

~~Not~~As ~~Applicable.~~a "smaller reporting company" as defined by Item 10(f) of Regulation S-K, the Company is not required to provide information required by this Item.

Item 32. ~~Defaults~~ Unregistered ~~Upon~~Sales ~~Senior~~of Equity Securities and Use of Proceeds.

~~Not~~Recent ~~Applicable.~~ Sale of Unregistered Securities

~~Item~~Not 4Applicable. ~~Mine Safety Disclosures.~~

~~Not~~Use ~~Applicable.~~of Proceeds from Unregistered Securities

~~Item~~Not 5Applicable. ~~Other Information.~~

NoItem ~~items~~3. toDefaults ~~disclose~~Upon Senior Securities.

31Not Applicable.

Item 64. ~~Exhibits~~ Mine Safety Disclosures.

Exhibit Number	Exhibit Title
3.1	Articles of Incorporation as Amended (incorporated by reference to exhibit 3.1 to our Form 10-SB Registration Statement filed on January 23, 2003).
3.2	Article of Amendment dated August 29, 2005
3.3	Bylaws as Amended (incorporated by reference to exhibit 3.2 to our Form 10-SB Registration Statement filed on January 23, 2003).
31.1	Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.2	Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.1	Certificate of CEO and CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

Not Applicable.

~~SIGNATURES~~Item 5. Other Information.

~~Pursuant~~No toitems ~~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~~disclose.

~~November 7, 2012.~~ 30

~~MOLECULAR~~Item ~~PHARMACOLOGY~~6. ~~(USA) LIMITED BY: /s/ Jeffery Edwards Jeffery Edwards, President, Chief Executive Officer, Chief Financial Officer and a Member of the Board of Directors~~Exhibits.

Exhibit Number	Exhibit Title
3.1	Articles of Incorporation as Amended (incorporated by reference to exhibit 3.1 to our Form 10-SB Registration Statement filed on January 23, 2003).
3.2	Article of Amendment dated August 29, 2005
3.3	Bylaws as Amended (incorporated by reference to exhibit 3.2 to our Form 10-SB Registration Statement filed on January 23, 2003).
31.1	Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.2	Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.1	Certificate of CEO and CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

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.

February 8, 2013.

	MOLECULAR PHARMACOLOGY (USA) LIMITED
	BY:	/s/ Jeffery Edwards
		Jeffery Edwards, President, Chief Executive Officer, Chief Financial Officer and a Member of the Board of Directors

PART 1 - FINANCIAL INFORMATION

Segments of an enterprise and related information

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