10-Q 1 form10q_sept302013.htm MLPH FORM 10-Q 09-30-2013

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

For the quarterly period ended September 30, 2013

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 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 (s232.405 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

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 xo

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 May 8, 2013.

111,553,740 common shares issued and outstanding as of October 31, 2013.

MOLECULAR PHARMACOLOGY (USA) LIMITED Form 10-Q ~~March~~September 3130, 2013

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	28
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	20
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

iii

PART 1 - FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements.

The information in this report for the ~~nine~~three months ended ~~March~~September 3130, 2013, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Molecular Pharmacology (USA) Limited ("Molecular USA" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' deficiency and cash flows for those periods.

The interim consolidated financial statements should be read in conjunction with Molecular USA'’s consolidated financial statements and the notes ~~thereto~~ thereto contained in Molecular USA's Audited Financial Statements for the year ended June 30, ~~2012~~2013, in the Form ~~10-K~~10K filed with the SEC on August 2213, ~~2012~~ 2013.

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

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

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

Interim Consolidated 2Financial Statements(Expressed in U.S. Dollars)(Unaudited)30 September 2013

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Interim Consolidated Balance Sheets (Expressed in U.S. Dollars)~~ 2

	As at 31 March 2013	As at 30 June 2012 (Audited)
	$	$
Assets
Current
Cash and cash equivalents	13,124	2,572
Amounts receivable	4,335	5,110
	17,459	7,682
Equipment (Note 4)	152	1,159
	17,611	8,841
Liabilities
Current
Accounts payable and accrued liabilities (Note 5)	7,000	19,252
Due to related parties (Note 6)	2,283,574	2,069,448
	2,290,574	2,088,700
Stockholders' deficiency
Capital stock (Note 7)
Authorized
300,000,000 common shares, par value $0.001
Issued and outstanding
31 March 2013 - 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	(486,587)	(446,072)
Deficit, accumulated during the development stage	(2,004,637)	(1,852,048)
	(2,272,963)	(2,079,859)
	17,611	8,841

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)

Nature and Continuance of Operations (Note 1)

	As at 30 September 2013	As at 30 June 2013 (Audited)
	$	$
Assets

Current
Cash and cash equivalents	7,150	7,046
Amounts receivable	5,423	5,070

	12,573	12,116

Equipment (Note 5)	129	140

	12,702	12,256
Liabilities

Current
Accounts payable and accrued liabilities (Note 6)	34,400	21,628

Due to related parties (Note 7)	2,112,229	2,044,501

	2,146,629	2,066,129

Stockholders’ deficiency
Capital stock (Note 8)
Authorized
300,000,000 common shares, par value $0.001
Issued and outstanding
30 September 2013 – 111,553,740 common shares, par value $0.001
30 June 2013 – 111,553,740 common shares, par value $0.001	111,554	111,554
Additional paid-in capital	106,707	106,707
Cumulative translation adjustment	(249,467)	(210,186)
Deficit, accumulated during the development stage	(2,102,721)	(2,061,948)

	(2,133,927)	(2,053,873)

	12,702	12,256

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

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

~~The~~ /s/ ~~accompanying~~Jeffrey ~~notes are an integral part~~Edwards Director ofJeffrey ~~these interim consolidated financial statements.~~Edwards

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

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Interim Consolidated Statements of Operations (Expressed in U.S. Dollars) (Unaudited)~~ 3

	For the period from the date of inception on 14 July 2004 to 31 March 2013	For the three month period ended 31 March 2013	For the three month period ended 31 March 2012	For the nine month period ended 31 March 2013	For the nine month period ended 31 March 2012
Expenses	$	$	$	$	$
Advertising and promotion	23,739	-	-	-	-
Amortization (Note 4)	6,875	14	114	184	339
Analysis	33,947	-	-	-	-
Consulting (Note 6)	1,394,182	39,923	9,126	104,041	69,259
Office and miscellaneous (Note 6)	238,943	4,630	5,671	20,410	16,244
Professional fees	386,355	7,029	15,899	26,772	26,712
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	(2,288,785)	(51,596)	(30,810)	(151,766)	(112,554)
Other items
Export market development grants	69,629	-	-	-	-
Loss on write-off of equipment (Note 4)	(823)	-	-	(823)	-
Interest income	2,322	-	-	-	-
Research and development tax refund	213,020	-	-	-	-
Net loss for the period	(2,004,637)	(51,596)	(30,810)	(152,589)	(112,554)
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	(2,004,637)	(51,596)	(30,810)	(152,589)	(112,554)
Foreign currency translation adjustment	(486,587)	(7,752)	(22,403)	(40,515)	41,201
Total comprehensive loss for the period	(2,491,224)	(59,348)	(53,213)	(193,104)	(71,353)
Basic and diluted comprehensive loss per common share		(0.001)	(0.001)	(0.002)	(0.001)

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Interim Consolidated Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)

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

	For the period from the date of inception on 14 July 2004 to 30 September 2013	For the three month period ended 30 September 2013	For the three month period ended 30 September 2012
	$	$	$

Expenses
Advertising and promotion	23,739	-	-
Amortization (Note 5)	6,898	11	86
Analysis	33,947	-	-
Consulting (Note 7)	1,439,649	15,285	33,480
Office and miscellaneous (Note 7)	256,981	10,120	8,994
Professional fees	419,234	13,697	9,177
Public relations	3,656	-	-
Rent (Note 7)	27,759	-	-
Salaries and benefits	44,464	-	-
Transfer agent and filing fees	18,832	1,660	-
Travel	111,710	-	359

Net loss before other items	(2,386,869)	(40,773)	(52,096)

Other items
Export market development grants	69,629	-	-
Write-off of equipment	(823)	-	-
Interest income	2,322	-	-
Research and development tax refund	213,020	-	-

Net loss for the period	(2,102,721)	(40,773)	(52,096)

Basic and diluted loss per common share		(0.000)	(0.000)

Weighted average number of common shares used in per share calculations		111,553,740	111,553,740

Comprehensive loss
Net loss for the period	(2,102,721)	(40,773)	(52,096)
Foreign currency translation adjustment	(249,467)	(39,281)	(30,934)

Total comprehensive loss for the period	(2,352,188)	(80,054)	(83,030)

Basic and diluted comprehensive loss per common share		(0.001)	(0.001)

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

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Interim Consolidated Statements of Cash Flows (Expressed in U.S. Dollars) (Unaudited)~~4

	For the period from the date of inception on 14 July 2004 to 31 March 2013	For the three month period ended 31 March 2013	For the three month period ended 31 March 2012	For the nine month period ended 31 March 2013	For the nine month period ended 31 March 2012
Cash flows used in operating activities	$	$	$	$	$
Net loss for the period	(2,004,637)	(51,596)	(30,810)	(152,589)	(112,554)
Adjustments to reconcile net loss to cash used by operating activities
Amortization	6,875	14	114	184	339
Write-down of intangible assets	1,278	-	-	-	-
Write-off of equipment	823	-	-	823	-
Changes in operating assets and liabilities
(Increase) decrease in amounts receivable	(2,109)	3,186	4,240	775	1,813
Increase in prepaid expenses	-	-	876	-	(500)
Decrease in accounts payable and accrued liabilities	(40,417)	(184)	(5,805)	(12,252)	(12,467)
	(2,038,187)	(48,580)	(31,385)	(163,059)	(123,369)
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	2,275,366	63,462	57,219	214,126	86,958
	2,509,863	63,462	57,219	214,126	86,958
Effect of exchange rate changes on cash	(486,587)	(7,752)	(22,403)	(40,515)	41,201
Increase in cash and cash equivalents	13,124	7,130	3,431	10,552	4,790
Cash and cash equivalents, beginning of period	-	5,994	10,034	2,572	8,675
Cash and cash equivalents, end of period	13,124	13,124	13,465	13,124	13,465

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Interim Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)

Supplemental Disclosures with Respect to Cash Flows (Note 10)

	For the period from the date of inception on 14 July 2004 to 30 September 2013	For the three month period ended 30 September 2013	For the three month period ended 30 September 2012
	$	$	$
Cash flows used in operating activities
Net loss for the period	(2,102,721)	(40,773)	(52,096)
Adjustments to reconcile net loss to cash used by operating activities
Amortization	6,898	11	86
Write-down of intangible assets	1,278	-	-
Write-off of equipment	823	-	-
Changes in operating assets and liabilities
Increase in amounts receivable	(3,197)	(353)	(1,738)
Increase (decrease) in accounts payable and accrued liabilities	(13,017)	12,772	(952)

	(2,109,936)	(28,343)	(54,700)

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	2,104,021	67,728	94,505

	2,338,518	67,728	94,505

Effect of exchange rate changes on cash	(249,467)	(39,281)	(30,934)

Increase in cash and cash equivalents	7,150	104	8,871

Cash and cash equivalents, beginning of period	-	7,046	2,572

Cash and cash equivalents, end of period	7,150	7,150	11,443

~~The~~Supplemental Disclosures ~~accompanying~~with ~~notes~~Respect ~~are~~to anCash ~~integral~~Flows ~~part~~(Note ~~of these interim consolidated financial statements.~~12)

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

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Interim Consolidated Statements of Changes in Stockholders' Deficiency (Expressed in U.S. Dollars) (Unaudited)~~ 5

	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		-		-		-		(152,589)		-		(152,589)
Cumulative translation adjustment		-		-		-		-		(40,515)		(40,515)
Balance at 31 March 2013		111,553,740		111,554		106,707		(2,004,637)		(486,587)		(2,272,963)

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Interim Consolidated Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited)

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

	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 year		-		-		-		(209,900)		-		(209,900)
Cumulative translation adjustment		-		-		-		-		(235,886)		(235,886)
Balance at 30 June 2013		111,553,740		111,554		106,707		(2,061,948)		(210,186)		(2,053,873)
Net loss for the period		-		-		-		(40,773)		-		(40,773)
Cumulative translation adjustment		-		-		-		-		(39,281)		(39,281)
Balance at 30 September 2013		111,553,740		111,554		106,707		(2,102,721)		(249,467)		(2,133,927)

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

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 March 2013~~6

Molecular Pharmacology (USA) Limited(A Development Stage Company)Notes ~~1. Nature~~to ~~and~~Interim ~~Continuance~~Consolidated ofFinancial ~~Operations~~Statements(Expressed in U.S. Dollars)(Unaudited) 30 September 2013

~~Molecular Pharmacology (USA) Limited (the "Company") was incorporated in the state of Nevada on~~ 1 ~~May 2002 under the name Blue Hawk Ventures, Inc~~. Nature ~~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~~Continuance ~~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.~~ Operations

~~The~~Molecular Pharmacology (USA) Limited (the "Company") iswas aincorporated ~~development~~in ~~stage~~the ~~enterprise,~~state asof ~~defined~~Nevada inon 1 ~~Accounting~~May ~~Standards~~2002 ~~Codification~~under (the ~~"Codification"~~name orBlue ~~"ASC")~~Hawk ~~915-10~~Ventures, ~~" Development Stage Entities"~~Inc. The Company ischanged ~~devoting~~its ~~all~~name ofto Molecular ~~its~~Pharmacology ~~present~~(USA) ~~efforts~~Limited toon ~~securing~~29 ~~and~~August ~~establishing~~2005. At the same time, the Company completed a ~~new~~four ~~business~~for ~~and~~one forward split of its ~~current~~issued and outstanding share capital and ~~planned~~altered ~~principle~~its ~~operations~~authorized ~~have~~share ~~not~~capital ~~commenced.~~to ~~Accordingly~~300,000,000 noshares ~~revenue~~of ~~has~~common ~~been~~stock ~~derived~~with a ~~during~~par ~~the~~value ~~organization~~of ~~period~~$0. 001 per share.

UpThe ~~until~~Company ~~the~~is ~~fall~~a ofdevelopment stage ~~2005~~enterprise, ~~the~~as ~~Company~~defined ~~was~~ in ~~the~~Accounting ~~business~~Standards ofCodification ~~mineral~~(the ~~exploration~~"Codification" ~~and~~or "ASC") ~~development~~915-10, of"Development aStage ~~mineral property~~Entities". The Company ~~allowed~~is ~~the~~devoting ~~option on~~all of its ~~mineral~~present ~~claim~~efforts to ~~lapse~~securing inand ~~the~~establishing a ~~fall~~new ofbusiness ~~2005~~and its current planned principle operations have not commenced. Accordingly, no revenue has been derived during the organization period.

OnUp 13until ~~October~~the fall of 2005, the Company ~~acquired~~was in the ~~exclusive~~business ~~distribution~~of ~~rights~~mineral toexploration ~~distribute, market, promote, detail, advertise~~ and ~~sell~~development ~~certain~~of ~~"Licensed~~a ~~Products"~~mineral ~~through Molecular Pharmacology Pty~~property. The ~~Ltd.~~Company allowed ~~(formerly Molecular Pharmacology Limited) ("MPLA") (Note 9). MPLA was incorporated under~~ the ~~laws~~option ~~of Australia and converted to a proprietary company~~ on 29its ~~October~~mineral ~~2009.~~claim ~~MPLA~~to islapse ain ~~wholly~~the ~~owned~~fall ~~subsidiary company~~ of ~~PharmaNet Group Limited ("PharmaNet"), an Australian company listed on the Australian Stock Exchange~~2005.

~~Since~~On ~~then~~13 October 2005, the Company ~~has~~acquired ~~engaged~~the inexclusive ~~organizational~~distribution ~~and~~rights ~~start~~to ~~up activities~~distribute, ~~including developing a new business plan~~market, promote, ~~recruiting new directors~~detail, ~~scientific~~ ~~advisors~~advertise and ~~key~~sell ~~scientists,~~certain ~~making~~"Licensed ~~arrangements~~Products" through ~~for~~Molecular ~~laboratory~~Pharmacology ~~facilities~~Pty. ~~and office space and raising additional capital~~Ltd. ~~The~~(formerly ~~Company~~Molecular ~~has~~Pharmacology ~~generated~~Limited) no("MPLA") ~~revenue~~(Note ~~from product sales~~10). MPLA ~~The~~was ~~Company~~incorporated ~~does~~under ~~not~~the ~~have~~laws ~~any~~of ~~pharmaceutical~~Australia ~~products currently available for sale,~~ and ~~none~~converted ~~are expected~~ to a beproprietary ~~commercially~~company ~~available~~on ~~for~~29 ~~some~~October ~~time, if at all~~2009. MPLA ~~The~~is ~~Licensed~~a ~~Products~~wholly ~~must~~owned ~~first~~subsidiary ~~undergo~~company ~~pre-clinical~~of ~~and~~PharmaNet ~~human~~Group ~~clinical~~Limited ("PharmaNet"), ~~testing~~an ~~in the United~~Australian ~~States~~company ~~before~~listed ~~they~~on ~~may~~the beAustralian ~~sold~~Stock ~~commercially~~Exchange.

~~The~~Since ~~Company~~then, ~~completed~~the aCompany ~~share~~has engaged ~~purchase~~in ~~agreement~~organizational onand 8start ~~May~~up ~~2006~~activities, ~~with~~including ~~PharmaNet~~developing ~~(the~~a ~~"Purchase~~new business ~~Agreement").~~plan, ~~Under~~recruiting ~~the~~new ~~terms~~directors, ofscientific ~~the~~advisors ~~Purchase~~and ~~Agreement the~~key ~~Company~~scientists, ~~acquired~~making ~~100%~~arrangements offor ~~the~~laboratory ~~issued~~facilities and ~~outstanding~~office ~~shares~~space ofand raising ~~MPLA.~~additional capital. The Company, inhas ~~exchange~~generated ~~for~~no ~~100%~~revenue offrom ~~the~~product ~~issued~~sales. The ~~and~~Company ~~outstanding~~does ~~shares~~not ofhave ~~MPLA,~~any ~~issued~~pharmaceutical ~~PharmaNet~~products ancurrently ~~aggregate~~available ~~total~~for ~~of 88~~sale,~~000,000~~ ~~common~~and ~~shares~~none ofare ~~the~~expected ~~Company~~to be oncommercially ~~the~~available ~~closing~~for ofsome ~~the~~time, ~~transaction.~~if at all. The ~~issuance~~Licensed ofProducts ~~88,000,000~~must ~~common~~first undergo ~~shares~~pre-clinical ofand ~~the~~human ~~Company~~clinical ~~constituted~~testing anin ~~acquisition of control of~~ the ~~Company~~United byStates ~~PharmaNet.~~before ~~The~~they ~~transaction~~may ~~has been accounted for as a recapitalization~~be ofsold ~~the Company~~commercially.

~~MPLA~~The ~~was~~Company ~~incorporated~~completed a share purchase agreement on 148 ~~July~~May ~~2004~~2006 ~~under~~with PharmaNet (the ~~laws~~"Purchase Agreement"). Under the terms of ~~Australia~~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 ~~accompanying~~issuance ~~interim~~of ~~consolidated~~88,000,000 ~~financial~~common ~~statements~~shares ~~are~~of the ~~historical~~Company constituted an ~~financial~~acquisition ~~statements~~of control of ~~MPLA~~the Company by PharmaNet. The transaction has been accounted for as a recapitalization of the Company (Note 2).

OnMPLA 15was ~~March~~incorporated ~~2007,~~on ~~the~~14 July ~~Board~~2004 ofunder ~~Directors approved a change in~~ the ~~Company's~~laws ~~financial~~of ~~year end from 31 October to 30 June~~Australia. The ~~decision~~accompanying tointerim ~~change~~consolidated ~~the fiscal~~financial ~~year~~statements ~~end~~are ~~was intended to assist~~ the historical financial ~~community~~statements ~~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.

7On 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) 31 March 2013~~7

~~The~~Molecular ~~Company's~~Pharmacology ~~interim~~(USA) ~~consolidated~~Limited(A ~~financial~~Development ~~statements~~Stage ~~as at 31 March 2013 and for the nine month period then ended have been prepared on a going~~Company)Notes ~~concern~~to ~~basis,~~Interim ~~which~~Consolidated ~~contemplates~~Financial ~~the realization of assets and settlement of liabilities and commitments~~ Statements(Expressed in ~~the normal course of business~~U.S. ~~The Company has a net loss of $152,589 for the nine month period ended 31 March 2013~~ Dollars)(~~31 March 2012 - $112,554, cumulative - $2,004,637~~Unaudited) ~~and has working capital of~~ ~~$10,459 at 31 March 2013 (~~30 ~~June~~September ~~2012 - working capital deficit of $11,570).~~ 2013

~~Management~~The ~~cannot provide assurance that the~~ Company’s ~~will~~interim ~~ultimately~~consolidated ~~achieve~~financial ~~profitable~~statements ~~operations~~as orat ~~become cash flow positive, or raise additional~~30 ~~debt~~September ~~and/or~~2013 ~~equity capital. Management believes that the Company's capital resources should be adequate to continue operating~~ and ~~maintaining~~for ~~its business strategy during~~ the ~~next~~three 12 month period. ~~However,~~then ifended ~~the~~have ~~Company~~been isprepared ~~unable~~on a togoing ~~raise~~concern ~~additional~~basis, ~~capital~~which incontemplates the ~~near~~realization ~~future,~~of ~~due~~assets toand ~~the~~settlement ~~Company's~~of ~~liquidity~~liabilities ~~problems,~~and ~~management~~commitments ~~expects~~in ~~that~~ the ~~Company~~normal ~~will~~course ~~need~~of tobusiness. The ~~curtail~~Company ~~operations,~~has ~~liquidate~~a ~~assets,~~net ~~seek~~loss ~~additional~~of ~~capital on less~~$40,773 ~~favorable~~for ~~terms~~the ~~and/or~~three ~~pursue~~month ~~other~~period ~~remedial~~ended ~~measures.~~30 ~~These~~September ~~interim~~2013 ~~consolidated~~(30 ~~financial~~September ~~statements~~2012 do– $52,096; ~~not~~cumulative ~~include~~- ~~any~~$2,102,721) ~~adjustments related to the recoverability~~ and ~~classification~~has ofworking ~~assets~~capital ordeficit ~~the amounts and classification~~ of ~~liabilities~~$21,827 ~~that~~at 30 ~~might~~September be2013 ~~necessary~~(30 ~~should~~June ~~the~~2013 ~~Company~~– ~~be unable to continue as a going concern~~$9,512).

AtManagement 31cannot ~~March~~provide assurance ~~2013,~~that the Company ~~has~~will ~~suffered~~ultimately ~~losses~~achieve ~~from~~profitable ~~development~~operations ~~stage~~or become ~~activities~~cash toflow ~~date~~positive, or raise additional debt and/or equity capital. Management ~~Although~~believes ~~management~~that isthe Company’s ~~currently~~capital ~~attempting~~resources should be adequate to ~~implement~~continue operating and maintaining its business ~~plan,~~strategy ~~and~~for isthe ~~seeking~~next ~~additional~~twelve ~~sources~~month period from the date of ~~equity~~these orinterim ~~debt~~consolidated ~~financing~~financial statements. However, ~~there~~if isthe noCompany ~~assurance~~is ~~these~~unable ~~activities~~to raise ~~will~~additional becapital ~~successful.~~in ~~These factors~~the ~~raise~~near ~~substantial~~future, ~~doubt~~due ~~about~~to the ~~ability~~Company’s liquidity ofproblems, management expects that the Company will need to ~~continue~~curtail operations, asliquidate aassets, ~~going~~seek ~~concern.~~additional ~~The~~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 ~~result~~be ~~from~~necessary should the Company ~~outcome~~be ofunable ~~this~~to ~~uncertainty~~continue as a going concern.

2At 30 September 2013, the Company has suffered losses from development stage activities to date. Although management is currently ~~Significant~~attempting ~~Accounting~~to ~~Policies~~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.

~~The~~2. Significant ~~following~~Accounting ~~is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.~~ Policies

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

~~These~~Basis ~~interim consolidated financial statements have been prepared in accordance with 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.~~ presentation

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

~~These~~Principles ~~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.~~ consolidation

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

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

8Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 March 2013~~8

~~Segments~~Molecular ofPharmacology an(USA) ~~enterprise~~Limited(A ~~and~~Development ~~related~~Stage ~~information~~Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 September 2013

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 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. Equipment

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

~~The~~Segments ~~functional currency~~ of ~~each of the Company's entities is measured using the currency of the primary economic environment in which that entity~~ ~~operates.~~an ~~The~~enterprise ~~functional~~and ~~currency~~related ~~of Molecular Pharmacology (USA) Limited is U.S. dollars. The functional currency of MPLA is Australian dollars. The reporting currency of the Company is U.S. dollars.~~ information

OnASC ~~consolidation~~280, ~~MPLA's~~"Segment ~~financial~~Reporting" ~~statements~~establishes ~~are~~guidance ~~translated~~for ~~into~~ the ~~presentation~~way that ~~currency,~~public ~~being~~companies ~~U.S.~~report ~~dollars,~~information inabout ~~accordance~~operating ~~with~~segments ~~ASC~~in ~~830,~~annual financial ~~" Foreign~~statements ~~Currency~~and ~~Matters".~~requires ~~Assets~~reporting ~~and~~of ~~liabilities~~selected ~~denominated~~information about operating segments in ~~foreign~~interim ~~currencies~~financial ~~are~~statements ~~translated~~issued ~~using~~to the ~~exchange~~public. It ~~rate~~also ~~prevailing~~establishes atstandards ~~the~~for ~~balance~~disclosures ~~sheet~~regarding ~~date.~~products ~~Revenue~~and services, geographic areas and ~~expenses~~major customers. ASC ~~are~~280 ~~translated~~defines operating atsegments ~~average~~as ~~rates~~components of ~~exchange~~a ~~prevailing~~company ~~during~~about ~~the~~which ~~period.~~separate ~~Translation~~financial information ~~adjustments~~is ~~resulting from~~available ~~this~~that ~~process~~is ~~are~~evaluated ~~charged~~regularly orby ~~credited~~the chief operating decision maker in deciding how to ~~Other~~allocate ~~Comprehensive~~resources ~~Income.~~and in assessing performance.

~~The~~Foreign ~~Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign~~ currency ~~fluctuations.~~ translation

~~Equipment~~The Company’s functional and reporting currency is U.S. dollars. The interim 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 prevailing during the period. Translation adjustments resulting from this 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~~Income ~~is recorded at cost and amortization is provided over its estimated economic life at the rate of 15% declining balance.~~ 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.

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 September 2013

9Basic and diluted net income (loss) per share

The Company computes net ~~Molecular~~income ~~Pharmacology~~(loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (~~USA~~"EPS") ~~Limited~~on the face of the income statement. Basic EPS is computed by dividing net income (Aloss) ~~Development~~available ~~Stage~~to ~~Company~~common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives ~~Notes~~effect to ~~Interim~~all ~~Consolidated~~potentially ~~Financial~~dilutive ~~Statements~~common shares outstanding during the period ~~(Expressed~~using inthe Utreasury stock method and convertible preferred stock using the if-converted method.S. In ~~Dollars)~~computing ~~(Unaudited)~~diluted EPS, the average stock price for the period is used in determining the 31number ~~March~~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. As at 30 September 2013, the Company had no outstanding stock options or warrants.

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 30 September 2013, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive loss in the interim consolidated financial statements.

~~income~~Stock-based (loss) and its components in the financial statements. As at 31 March 2013, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive loss in the interim consolidated financial statements. compensation

~~Basic~~Effective 1 January 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 ~~diluted~~is ~~net~~recognized ~~income~~as an expense over the employees’ requisite service period (~~loss~~generally the vesting period of the equity grant). ~~per~~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".

~~The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic~~Comparative 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. figures

~~Stock-based~~Certain ~~compensation~~comparative figures have been adjusted to conform to the current period’s presentation.

Effective 1 January 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 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". 10

Molecular Pharmacology (USA) Limited(A Development Stage Company) ~~Comparative~~ Notes to ~~figures~~Interim Consolidated Financial Statements(Expressed in U.S. Dollars)(Unaudited) 30 September 2013

3. ~~Certain~~Changes ~~comparative~~in ~~figures~~Accounting ~~have been adjusted to conform to the current period's presentation.~~ Policies

Effective 3.1 July 2013, the Company adopted ASU 2013-05, "Foreign ~~Recent~~Currency Matters (Topic 830) – Parent’s Accounting ~~Pronouncements~~for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Group of Assets within a Foreign Entity or of an Investment in a Foreign Entity". These amendments provide guidance on releasing cumulative translation adjustments when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or a group of assets that is a non-profit activity or a business within a foreign entity. In addition, these amendments provide guidance on the release of cumulative translation adjustments in partial sales of equity method investments and in step acquisitions. The adoption of these amendments did not have an impact on the Company’s interim consolidated financial statements.

Effective In1 ~~March~~July 2013, ~~Financial~~the ~~Accounting~~Company ~~Standards~~adopted ~~Board~~ASU (2013-04, "~~FASB"~~Liabilities (Topic 405) ~~issued~~– ~~Accounting~~Obligations ~~Standards~~Resulting ~~Update~~from ~~("ASU")~~Joint ~~No.~~and ~~2013-05,~~Several ~~"Foreign~~Liability Arrangements ~~Currency~~for ~~Matters ".~~Which ~~The~~the ~~amendments~~Total inAmount ~~this~~of ~~update~~the ~~resolve~~Obligation is Fixed at the Reporting ~~diversity~~Date". inThese ~~practice~~amendments ~~about~~provide ~~whether~~guidance ~~Subtopic~~for ~~810-10~~the recognition, ~~"Consolidation~~measurement, -and ~~Overall",~~disclosure orof ~~Subtopic~~obligations resulting from joint ~~830-30,~~and ~~"Foreign~~several ~~Currency~~liability ~~Matters~~arrangements -for ~~Translation~~which ofthe ~~Financial~~total ~~Statements",~~amount ~~applies~~of tothe obligation within the ~~release~~scope of this guidance is fixed at the ~~cumulative~~reporting ~~translation~~date, ~~adjustment~~except ~~into~~for ~~net~~obligations ~~income~~addressed ~~when~~within aexisting ~~parent~~guidance ~~either~~in ~~sells~~U.S. aGAAP. ~~part~~The oradoption ~~all~~ of these ~~its~~amendments ~~investment~~did innot ahave ~~foreign~~an impact on the Company’s interim consolidated financial statements.

Effective 101 July 2013, the Company adopted ASU 2013-02, "Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income". The amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. The adoption of these amendments did not have an impact 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) 31 March 2013~~11

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 September 2013

entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity4. ~~In addition, the amendments in this update~~ ~~resolve~~Recent ~~the~~Accounting diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU No. 2013-05 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2013, with early adoption permitted, and should be applied retrospectively to all prior periods presented. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements. Pronouncements

Certain Innew ~~February 2013~~standards, ~~FASB issued ASU No. 2013-04~~interpretations, ~~"Liabilities".~~amendments ~~This~~and ~~update~~improvements ~~requires an entity~~ to ~~measure obligations resulting from joint and~~existing ~~several~~standards ~~liability~~were ~~arrangements~~issued ~~for~~by ~~which~~FASB. ~~the~~The ~~total~~new ~~amount of the obligation within the scope of this guidance is fixed at the reporting date~~standards, asamendments ~~the sum of: (1) the amount the reporting entity agreed~~ to ~~pay~~standards ~~on the basis of its arrangement among its co-obligors~~ and ~~(2) any additional amount the~~ ~~reporting~~interpretations ~~entity~~that ~~expects~~have tobeen ~~pay~~issued ~~on behalf of its co-obligors. ASU No. 2013-04 will be effective for fiscal years,~~ and ~~interim~~that ~~periods~~are ~~within~~applicable ~~those years,~~to ~~beginning~~the ~~after 15 December 2013, with early adoption permitted. The~~ Company but ~~does~~ not ~~expect~~effective during the ~~adoption~~three ofmonth ~~this~~period ~~update~~ended ~~will~~30 ~~have~~September a2013 ~~material effect~~are ~~on its consolidated financial statements.~~as follows:

In July ~~February~~ 2013, the FASB issued ASU ~~No.~~ 2013-0211, "~~Comprehensive~~ Income". ~~The~~Taxes (Topic ~~amendments~~740): inPresentation ~~this~~of ~~update~~an doUnrecognized ~~not~~Tax ~~change~~Benefit ~~the~~When ~~current~~a Net Operating ~~requirements~~Loss ~~for~~Carryforward, ~~reporting~~a ~~net~~Similar ~~income~~Tax Loss, or ~~other~~a ~~comprehensive~~Tax ~~income~~Credit inCarryforward ~~the~~Exist". These ~~financial~~amendments ~~statements.~~require ~~However,~~that an ~~entity~~unrecognized istax ~~required~~benefit, toor ~~provide~~a ~~information about~~portion ~~the~~of ~~amounts~~an unrecognized ~~reclassified~~tax ~~out~~benefit, ofshould ~~accumulated~~be ~~other~~presented ~~comprehensive~~in ~~income~~the byfinancial ~~component~~statements ~~and~~as a reduction to ~~present,~~a ~~either~~deferred ontax ~~the~~asset ~~face~~for ofa ~~the~~net ~~statement~~operating ~~where~~loss ~~net~~carryforward, a ~~income~~similar istax ~~presented~~loss, or ina ~~the~~tax ~~notes,~~credit ~~significant~~carryforward ~~amounts~~except ~~reclassified~~as ~~out~~follows. ofTo ~~accumulated~~the ~~other~~extent a ~~comprehensive~~net ~~income~~operating byloss ~~the~~carryforward, ~~respective~~a ~~line~~similar ~~items~~tax ofloss, ~~net~~or a tax credit ~~income~~carryforward ~~but~~is ~~only~~not ifavailable at the ~~amount~~reporting ~~reclassified~~date isunder ~~required~~the ~~under~~tax ~~GAAP~~law toof bethe applicable ~~reclassified~~jurisdiction to ~~net~~settle any additional income intaxes ~~its~~that ~~entirety~~would inresult from ~~the~~a ~~same~~disallowance ~~reporting~~of ~~period.~~a ~~For other~~tax ~~amounts~~position ~~that~~or ~~are~~the ~~not~~tax ~~required~~law ~~under~~of ~~GAAP~~the toapplicable jurisdiction bedoes ~~reclassified~~not inrequire ~~their~~the ~~entirety~~entity to ~~net income~~use, anand the entity isdoes ~~required~~not intend to ~~cross-reference~~use, tothe ~~other~~deferred tax asset for such purpose, the unrecognized tax benefit ~~disclosures~~should ~~required~~be ~~under~~presented ~~GAAP~~in ~~that~~the ~~provide~~financial ~~additional~~statements ~~detail~~as ~~about~~a ~~those~~liability ~~amounts.~~and ~~ASU~~should Nonot be combined with deferred tax assets. ~~2013-02~~These ~~will~~amendments beare effective ~~prospectively~~ for ~~reporting~~fiscal years, and interim periods ~~beginning~~within onthose oryears, beginning after 15 December 2013. ~~2012,~~The ~~with~~amendments ~~early~~should ~~adoption~~be ~~permitted.~~applied ~~The~~prospectively ~~Company~~to ~~does~~all ~~not~~unrecognized ~~expect~~tax benefits that exist at the effective date. Retrospective application and early adoption ofis ~~this~~permitted. ~~update~~The ~~will~~adoption is not expected to have a material ~~effect~~ impact on ~~its~~the Company’s consolidated financial statements.

~~In January 2013, FASB issued ASU No~~5. 2013-01, "Balance Sheet". The amendments in this update clarify that the scope of ASU 2011-11, "Disclosures about Offsetting Assets and Liabilities," applies to derivatives accounted for in accordance with Topic 815, " Derivatives and Hedging," including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. ASU No. 2013-01 will be effective for fiscal years beginning on or after 1 January 2013 and interim periods within those annual periods, and to be applied retrospectively for all comparative periods presented. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements. Equipment

In July 2012, FASB issued ASU No. 2012-02, "Intangibles - Goodwill and Other". This update presents an entity with the option to first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, " Intangibles - Goodwill and Other - General Intangibles Other than Goodwill". The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. ASU No. 2012-02 will be effective for annual and impairment tests

			Net Book Value
	Cost	Accumulated amortization	As at 30 September 2013	As at 30 June 2013 (Audited)
	$	$	$	$

Office equipment	864	735	129	140

11During the three month period ended 30 September 2013, the total additions to equipment were $Nil (30 June 2013 – $Nil).

~~Molecular Pharmacology (USA) Limited~~6. (AAccounts ~~Development~~Payable ~~Stage~~and ~~Company) Notes~~Accrued ~~to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 March 2013~~Liabilities

~~performed~~Accounts ~~for~~payable ~~fiscal~~and ~~years~~accrued ~~beginning~~liabilities ~~after~~are non-interest ~~15 September 2012~~bearing, ~~with~~unsecured ~~early~~and ~~adoption permitted. The Company does not expect the adoption of this update will~~ have asettlement ~~material~~dates ~~effect~~within onone ~~its consolidated financial statements~~year.

47. ~~Equipment~~ Due to Related Parties and Related Party Transactions

		Accumulated amortization		Net Book Value
	Cost			As at 31 March 2013	As at 30 June 2012 (Audited)
	$		$	$	$
Office equipment	864		712	152	1,159

As at 30 September 2013, the amount due to related parties includes $1,000 payable to a director of the Company (30 June 2013 – $1,000). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

During the nine month period ended 31 March 2013, the total additions to equipment were $Nil (31 March 2012 - $Nil) and equipment with a carrying value of $823 was written off (31 March 2012 - $Nil). 12

5.Molecular Pharmacology (USA) Limited(A Development Stage Company)Notes ~~Accounts~~to ~~Payable~~Interim ~~and~~Consolidated ~~Accrued~~Financial ~~Liabilities~~Statements(Expressed in U.S. Dollars)(Unaudited) 30 September 2013

~~Accounts~~As at 30 September 2013, the amount due to related parties includes $27,119 payable ~~and~~to ~~accrued~~a ~~liabilities~~company ~~are~~owned by a director of the Company or an officer of PharmaNet (30 June 2013 – $18,009). This balance is non-interest bearing, unsecured and ~~have~~has ~~settlement~~no ~~dates~~fixed ~~within~~terms ~~one~~of ~~year~~repayment.

6.As at 30 September 2013, the amount due to related parties ~~Due~~includes $5,777 payable to ~~Related~~a ~~Parties~~company ~~and~~owned ~~Related~~by ~~Party~~a ~~Transactions~~director of the Company or an officer of PharmaNet (30 June 2013 – $2,772). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

As at 3130 ~~March~~September 2013, the amount due to related parties includes $17,~~000~~771 payable to a company owned by a director of the Company or an officer of PharmaNet (30 June ~~2012~~2013 - $115,~~000~~252). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

As at 3130 ~~March~~September 2013, the amount due to related parties includes $112,~~208~~070,562 payable to ~~a company owned by a director of the Company or an officer of~~ PharmaNet (30 June ~~2012~~2013 -– $222,~~846~~007,468). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

AsDuring ~~at 31 March 2013,~~ the ~~amount~~three months ~~due~~period toended ~~related~~30 ~~parties~~September ~~includes~~2013, ~~$477 payable to~~ a ~~company owned by a~~ director of the Company or an officer of PharmaNet ~~(30~~, ~~June~~and ~~2012~~their -controlled ~~$1,101).~~entities ~~This~~were ~~balance~~paid isor ~~non-interest~~accrued ~~bearing~~consulting fees of $8,356 ~~unsecured~~(30 ~~and~~September ~~has~~2012 no– ~~fixed~~$10,226, ~~terms~~cumulative of- ~~repayment~~$904,534).

AsDuring ~~at 31 March 2013,~~ the ~~amount~~three ~~due~~months toperiod ~~related~~ended ~~parties~~30 ~~includes~~September $82013,~~570~~ ~~payable to~~ a ~~company owned by a~~ director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued administrative fees of $9,489 (30 September ~~June~~ 2012 -– $7,~~741).~~540, ~~This~~cumulative ~~balance~~- is$77,783) ~~non-interest~~by ~~bearing~~the Company, ~~unsecured~~which ~~and~~have ~~has~~been norecorded ~~fixed~~in ~~terms~~office ofand ~~repayment~~miscellaneous expense.

AsDuring atthe 31three ~~March~~months period ended 30 September 2013, ~~the~~a ~~amount~~director of ~~due~~the toCompany ~~related~~or ~~parties~~an ~~includes~~officer $2of PharmaNet,~~262,319~~ ~~payable~~and totheir ~~PharmaNet~~controlled entities were paid or accrued consulting fees of $6,929 (30 ~~June~~September 2012 - $221,~~036~~435,~~760). This balance is~~ ~~non~~cumulative -~~interest~~ ~~bearing~~$118,590) ~~unsecured~~by ~~and~~the ~~has no fixed terms of repayment~~Company.

12During the three months period ended 30 September 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $Nil (30 September 2012 – $Nil, cumulative – $41,928) by the Company.

~~Molecular~~During ~~Pharmacology~~the ~~(USA)~~three ~~Limited (A~~months ~~Development~~period ~~Stage~~ended ~~Company)~~30 September 2013, a director ~~Notes~~of tothe ~~Interim~~Company ~~Consolidated~~or ~~Financial~~an ~~Statements~~officer ~~(Expressed~~of inPharmaNet, ~~U.S.~~and ~~Dollars)~~their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (~~Unaudited)~~30 31September ~~March~~2012 ~~2013~~– $Nil, cumulative – $80,468) by the Company.

During the ~~nine~~three ~~month~~months period ended 3130 ~~March~~September 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued ~~consulting~~rental fees of $~~25,804~~Nil (3130 September ~~March~~ 2012 -– $35Nil,~~999,~~ cumulative -– $~~888~~12,~~400~~987) by the Company.

During the ~~nine~~three ~~month~~months period ended 3130 ~~March~~September 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued ~~consulting~~office and~~/or~~ ~~administrative~~miscellaneous ~~fees~~expenses of $~~18,023~~Nil (3130 ~~March~~September 2012 - $15Nil,~~172,~~ cumulative -– $614,~~369~~481) by the Company~~, which have been recorded in office and miscellaneous expense~~.

During the nine month period ended 31 March 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $Nil (31 March 2012 - $33,260; cumulative - $41,928) by the Company. 13

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 September 2013

~~During~~Transactions ~~the~~comprising ~~nine month period ended 31 March 2013, a director of~~ the ~~Company~~amount ordue anto ~~officer of~~ PharmaNet, ~~and~~are ~~their controlled entities were paid or~~as ~~accrued office and miscellaneous expenses of $Nil (31 March 2012 - $Nil; cumulative - $80,468) by the Company.~~ follows:

During the nine month period ended 31 March 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (31 March 2012 - $Nil, cumulative - $4,481).

	For the three month period ended 30 September 2013	For the year ended 30 June 2013 (Audited)
	$	$

Opening balance, beginning of period	2,007,468	2,036,760
Funds transferred to the Company by PharmaNet	24,754	204,583
Expenses paid by PharmaNet on behalf of the Company	236	1,004
Foreign currency translation adjustment	38,104	(234,879)

Balance, end of period	2,070,562	2,007,468

~~During~~The ~~the~~weighted ~~nine~~average ~~month~~amount ~~period~~due ~~ended~~to 31PharmaNet ~~March~~for ~~2013, a director of~~ the ~~Company~~three ormonth period anended ~~officer~~30 ofSeptember ~~PharmaNet,~~2013 ~~and~~was ~~their controlled entities were paid or accrued rental fees of~~ $~~Nil~~2,012,834 (3130 ~~March~~June ~~2012~~2013 - $~~Nil; cumulative - $12~~2,~~987~~160,632) ~~by the Company~~.

~~Transactions~~8. Capital ~~comprising the amount due to PharmaNet are as follows:~~ Stock

	For the nine month period ended 31 March 2013	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	187,165	170,790
Expenses paid by PharmaNet on behalf of the Company	85	33,852
Foreign currency translation adjustment	38,309	(64,507)
Balances, end of period	2,262,319	2,036,760

Authorized

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

~~Molecular Pharmacology (USA) Limited~~ (A Issued ~~Development~~and ~~Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 March 2013~~outstanding

The ~~average~~total ~~amount~~issued ~~due~~and tooutstanding ~~PharmaNet~~capital ~~for~~stock ~~the~~is 111,553,740 ~~nine~~common ~~month~~shares ~~period~~with ~~ended~~a 31par ~~March~~value ~~2013~~of ~~was~~ $~~2,137,272~~0.001 ~~(30~~per ~~June~~common ~~2012 - $1,816,134)~~share.

79. Segmented ~~Capital Stock~~ Information

~~Authorized~~Details on a geographic basis as at and for the three month period ended 30 September 2013 are as follows:

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

	Australia	U.S.A.	Total
	$	$	$

Current assets	12,573	-	12,573
Long-term assets	129	-	129
Loss for the period	(25,416)	(15,357)	(40,773)

~~Issued and outstanding~~ 14

~~The~~Molecular ~~total~~Pharmacology ~~issued~~(USA) ~~and~~Limited(A ~~outstanding~~Development ~~capital~~Stage ~~stock~~Company)Notes to isInterim ~~111,553,740~~Consolidated ~~common~~Financial ~~shares~~Statements(Expressed in ~~with a par value of $0~~U.~~001~~S. ~~per~~Dollars)(Unaudited) 30 ~~common~~September ~~share.~~ 2013

8.Details ~~Income~~on ~~Taxes~~a geographic basis as at and for the year ended 30 June 2013 are as follows:

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

	Australia	U.S.A.	Total
	$	$	$

Current assets	12,116	-	12,116
Long-term assets	140	-	140
Loss for the year	(162,485)	(47,415)	(209,900)

	For the nine month period ended 31 March 2013	For the nine month period ended 31 March 2012
	$	$
Loss before income taxes	(152,589)	(112,554)
Federal income tax rates	34.0%	34.0%
Income tax recovery based on the above rates	(51,880)	(38,268)
Increase (decrease) due to:
Difference between U.S. and foreign tax rates	4,997	3,440
Change in valuation allowance	54,509	26,490
Foreign exchange and other	(7,626)	8,338
Income tax expense	-	-

Details on a geographic basis as at and for the three month period ended 30 September 2012 are as follows:

	Australia	U.S.A.	Total
	$	$	$

Current assets	18,291	-	18,291
Long-term assets	1,073	-	1,073
Loss for the period	(42,028)	(10,068)	(52,096)

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U~~10.S. Distribution ~~Dollars) (Unaudited) 31 March 2013~~Agreement

The ~~composition~~Company ofhas the exclusive ~~Company's~~distribution ~~deferred~~rights, ~~tax~~through ~~assets~~MPLA, asto atdistribute, 31market, ~~March~~promote, detail, ~~2013~~advertise and 30sell ~~June~~certain ~~2012~~Licensed ~~are~~Products, with metallo-polypeptide analgesic as ~~follows:~~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.

	As at 31 March 2013	As at 30 June 2012 (Audited)
	$	$
Net income tax operating loss carryforward	2,279,606	2,101,601
Deferred tax assets	715,257	660,748
Less: Valuation allowance	(715,257)	(660,748)
Net deferred tax asset	-	-

~~The~~Molecular ~~Company~~Pharmacology ~~has~~(USA) ~~non-capital~~Limited(A ~~loss~~Development ~~carry-forwards~~Stage ofCompany)Notes to ~~approximately~~Interim ~~$2,279,606~~Consolidated ~~that~~Financial ~~may be available for tax purposes. The loss carry-forwards are all in~~Statements(Expressed ~~respect~~in to U.S. ~~and~~Dollars)(Unaudited) 30 ~~Australian~~September ~~operations and expire as follows:~~ 2013

	$
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	27,669
No expiry	1,495,222
	2,279,606

11. Income Taxes

AIncome ~~full~~tax ~~valuation~~expense ~~allowance~~differs from ~~has been recorded against~~ the ~~potential~~amount ~~deferred~~that ~~tax~~would ~~assets~~result ~~associated~~from ~~with~~applying ~~all~~ the ~~loss~~federal ~~carry-forwards~~income astax ~~their~~rate ~~utilization~~to isearnings ~~not~~before ~~considered~~income ~~more~~taxes. The differences ~~likely~~result ~~than~~from ~~not~~the atfollowing ~~this time.~~ items:

9. Distribution Agreement

	For the three month period ended 30 September 2013	For the three month period ended 30 September 2012
	$	$

Loss before income taxes	(40,773)	(52,096)

Federal income tax rates	35.0%	34.0%

Income tax recovery based on the above rates	(14,271)	(17,713)

Increase (decrease) due to:
Difference between U.S. and foreign tax rates	1,271	1,681
Change in valuation allowance	20,671	22,018
Foreign exchange and other	(7,671)	(5,986)

Income tax expense	-	-

The ~~Company~~composition ~~has~~of the ~~exclusive~~Company’s ~~distribution~~deferred ~~rights,~~tax ~~through~~assets ~~MPLA,~~as toat ~~distribute,~~30 ~~market,~~September 2013 ~~promote, detail, advertise~~ and ~~sell~~30 ~~certain~~June ~~Licensed~~2013 ~~Products, with~~are ~~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~~ follows:

	As at 30 September 2013	As at 30 June 2013 (Audited)
	$	$

Net income tax operating loss carry-forward	2,191,620	2,125,274

Deferred tax assets	698,460	677,789
Less: Valuation allowance	(698,460)	(677,789)

Net deferred tax asset	-	-

~~Molecular Pharmacology (USA) Limited (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 March 2013~~16

~~obtain~~Molecular ~~all~~Pharmacology ~~necessary~~(USA) ~~regulatory~~Limited(A ~~approvals~~Development ~~for~~Stage ~~the~~Company)Notes to ~~Licensed~~Interim ~~Products~~Consolidated ~~and~~Financial ~~incorporate the Licensed Products~~ Statements(Expressed in ~~the United States~~U.S. Dollars)(Unaudited) 30 September 2013

10The Company has non-capital loss carry-forwards of approximately $2,191,620 that may be available for tax purposes. The loss carry-forwards ~~Supplemental~~are ~~Disclosures~~all ~~with~~in ~~Respect~~respect to ~~Cash~~U.S. ~~Flows~~and Australian operations and expire as follows:

		For the period from the date of inception on 14 July 2004 to 31 March 2013		For the nine month period ended 31 March 2013	For the nine month period ended 31 March 2012
	$
			$	$	$
2022	20,402
Cash paid during the period for interest			-	-	-
2023	46,992
Cash paid during the period for income taxes			-	-	-
2024	27,717
Common shares issued on acquisition of MPLA			16,236	-	-
2025	14,187
Amounts receivable acquired on recapitalization of the Company			2,226	-	-
2026	261,311
Accounts payable assumed on recapitalization of the Company			54,624	-	-
2027	111,155
Due to related party assumed on recapitalization of the Company			1,000	-	-
2028	75,463
2029	57,882
2030	48,765
2031	43,836
2032	49,005
2033	47,415
2034	15,357
No expiry	1,372,133
	2,191,620

~~11.~~A full valuation allowance ~~Segmented~~has ~~Information~~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.

~~Details~~12. Supplemental Disclosures onwith aRespect ~~geographic~~to ~~basis~~Cash asFlows ~~at and for the nine month period ended 31 March 2013 are as follows:~~

		Australia		U.S.A.	Total
	For theperiod fromthe date ofinception on14 July 2004to 30 September2013	For the threemonth periodended30 September2013	For the threemonth periodended30 September2012
	$	$	$	$	$
Assets		17,611		-	17,611
Cash paid during the period for interest	-	-	-
Loss for the period		(124,920)		(27,669)	(152,589)
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	-	-

~~Details on a geographic basis as at and for the year ended 30 June 2012 are as follows:~~ 17

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

Molecular Pharmacology (USA) Limited
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 September 2013

13. 16Financial Instruments

~~Molecular~~A ~~Pharmacology~~fair ~~(USA)~~value ~~Limited~~hierarchy was established that prioritizes the inputs used (Ato ~~Development~~measure ~~Stage~~fair ~~Company)~~value. The ~~Notes~~hierarchy gives the highest priority to ~~Interim~~unadjusted ~~Consolidated~~quoted ~~Financial~~prices ~~Statements~~in active ~~(Expressed~~markets infor ~~U.S.~~identical ~~Dollars)~~ assets or liabilities (~~Unaudited~~Level 1 measurement) and the 31lowest ~~March~~priority ~~2013~~to unobservable inputs (Level 3 measurements).

~~Details~~The onfair avalues ~~geographic~~of ~~basis as at and for~~ the ~~nine~~financial ~~month~~instruments ~~period~~were ~~ended~~determined 31using ~~March~~the following ~~2012~~input ~~are~~levels asand ~~follows~~valuation techniques:

	Australia	U.S.A.	Total
	$	$	$
Assets	19,527	500	20,027
Loss for the period	(86,000)	(26,554)	(112,554)

Level 1: classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.

~~12.~~Level 2: classification is ~~Financial~~applied ~~Instruments~~to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.

ALevel ~~fair~~3: classification ~~value~~is applied ~~hierarchy was established that prioritizes the inputs used~~ to ~~measure~~assets ~~fair~~and ~~value.~~liabilities ~~The~~when ~~hierarchy~~prices ~~gives~~are ~~the~~not ~~highest~~derived ~~priority~~from ~~to unadjusted~~existing ~~quoted~~market ~~prices~~data inand ~~active~~requires ~~markets~~us ~~for~~to ~~identical~~develop ~~assets~~our orown ~~liabilities~~assumptions ~~(Level~~about 1how ~~measurement)~~market participants ~~and~~would price the ~~lowest~~asset ~~priority~~or ~~to unobservable inputs (Level 3 measurements)~~liability.

The carrying ~~fair~~ values of ~~the~~cash ~~financial~~and ~~instruments~~cash ~~were~~equivalents, ~~determined~~amounts ~~using~~receivable ~~the~~and ~~following~~accounts payable ~~input~~approximate ~~levels~~fair ~~and~~value ~~valuation~~due ~~techniques:~~to the short term maturity of these financial instruments.

~~Level~~Credit 1: classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price. Risk

~~Level~~Financial instruments 2:that ~~classification~~potentially issubject ~~applied~~the Company to ~~assets~~credit ~~and~~risk ~~liabilities~~consists ~~that~~of cash ~~have~~and ~~evaluated~~cash ~~prices~~equivalents. ~~where~~The ~~the~~Company ~~data~~deposits ~~inputs~~cash toand ~~these~~cash ~~valuations~~equivalents ~~are~~with high ~~observable~~credit ~~either directly~~quality orfinancial ~~indirectly,~~institutions ~~but~~as dodetermined ~~not~~by ~~represent~~rating ~~quoted~~agencies. As ~~market~~a ~~prices~~result, ~~from~~credit anrisk ~~active~~is ~~market.~~considered insignificant.

~~Level~~Currency 3: classification is applied to assets and liabilities when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability. Risk

The Company’s ~~carrying~~subsidiary ~~values~~is oflocated ~~cash~~in ~~and~~Australia. ~~cash~~As ~~equivalents~~a ~~and~~result, ~~accounts~~a ~~payable~~significant portion ~~approximate~~of ~~fair~~the ~~value~~Company’s ~~due~~assets, toliabilities and expenses were denominated in the ~~short~~Australian ~~term~~dollar ~~maturity~~and ofwere ~~these~~therefore ~~financial~~subject to fluctuation ~~instruments~~in exchange rates.

~~Credit~~The ~~Risk~~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. The Company monitors and forecasts the values of net foreign currency cash flow and balance sheet exposures and from time to time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations.

~~Financial~~If the ~~instruments~~Australian ~~that~~dollar ~~potentially~~had ~~subject~~weakened (strengthened) against the ~~Company~~U.S. todollar, ~~credit~~with all ~~risk~~other ~~consists~~variables ofheld ~~cash~~constant, ~~and~~by ~~cash~~100 ~~equivalents.~~basis ~~The~~points ~~Company~~(1%) ~~deposits~~at ~~cash~~period ~~and~~end, ~~cash~~the ~~equivalents~~impact ~~with~~on ~~high~~net ~~credit~~loss ~~quality~~and ~~financial~~other ~~institutions~~comprehensive asloss ~~determined~~would byhave ~~rating~~been ~~agencies.~~$20,987 ~~As a result~~lower ($20,987 ~~credit risk is considered insignificant~~higher).

The Company has not, to the ~~Currency~~date ~~Risk~~of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

The Company's subsidiary is located 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. 18

17 Molecular Pharmacology (USA) Limited(A Development Stage Company)Notes to Interim Consolidated Financial Statements(Expressed in U.S. Dollars)(Unaudited) 30 September 2013

~~Molecular Pharmacology (USA) Limited~~Interest (ARate ~~Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 March 2013~~Risk

The Company's ~~objective~~has innon-interest ~~managing~~paying ~~its foreign currency risk is to minimize its net exposures to foreign currency~~ cash ~~flows~~balances ~~by holding most of its cash~~ and ~~cash~~no ~~equivalents in Australian dollars~~interest-bearing debt. It ~~The~~is ~~Company~~management’s ~~monitors~~opinion ~~and~~that ~~forecasts~~ the ~~values~~Company ofis ~~net~~not ~~foreign~~exposed ~~currency~~to significant ~~cash~~interest ~~flow~~risk ~~and~~arising ~~balance sheet exposures and~~ from ~~time~~these ~~to time could authorize the use of derivative~~ financial instruments ~~such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations~~.

~~If the Australian dollar had weakened (strengthened) against the U.S. dollar, with all other variables held constant, by 100 basis points (1%) at~~Liquidity ~~period end, the impact on net loss and other comprehensive loss would have been $22,651 lower ($22,651 higher).~~ Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company ~~has~~is ~~not,~~reliant toupon ~~the~~PharmaNet ~~date~~as its sole source of ~~these~~cash. The Company ~~interim~~has ~~consolidated~~received ~~financial~~financing ~~statements~~from PharmaNet in the past; however, ~~entered~~there ~~into~~is ~~derivative~~no assurance ~~instruments~~that toit ~~offset~~will ~~the~~be ~~impact~~able ~~of foreign~~to ~~currency~~do ~~fluctuations~~so in the future.

~~Interest Rate Risk~~ 14. Commitment

~~The~~On 21 June 2013, the Company ~~has~~executed ~~non~~an agreement with a New York-~~interest~~based ~~paying~~company, ~~cash~~Dermatology ~~balances~~Development ~~and~~Corporation, noto ~~interest-bearing~~develop ~~debt.~~and Itmarket a isrange ~~management's~~of ~~opinion~~therapeutic, ~~that~~cosmetic ~~the~~and ~~Company~~cosmecutical isproducts ~~not~~based ~~exposed~~on tothe ~~significant~~ThermaLIFE® ~~interest~~product ~~risk~~range ~~arising~~and ~~from~~its ~~these~~active ~~financial~~ingredient ~~instruments~~in the United States.

15. ~~Liquidity Risk~~Subsequent Event

~~Liquidity~~There ~~risk~~are isno ~~the~~reportable events ~~risk~~for ~~that~~the anperiod ~~entity~~from ~~will~~the ~~encounter~~three ~~difficulty~~month inperiod ~~meeting~~ended ~~obligations~~30 ~~associated~~September ~~with~~2013 ~~its financial liabilities. The Company is~~to ~~reliant~~the ~~upon~~date ~~PharmaNet~~that ~~as its sole source of cash. The Company has received financing from PharmaNet in~~ the ~~past;~~interim ~~however,~~consolidated ~~there~~financial isstatements nowere ~~assurance~~available ~~that~~to ~~it will~~ be ~~able to do so in the future~~issued.

18 19

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~ THE 2.FOLLOWING ~~Management's~~ANALYSIS ~~Discussion~~OF ~~and~~THE ~~Analysis~~RESULTS ofOF OPERATIONS ~~Financial~~AND ~~Condition~~FINANCIAL ~~and~~CONDITION ~~Results~~OF ofMOLECULAR ~~Operations~~USA FOR THE FIRST QUARTER PERIOD ENDED SEPTEMBER 30, 2013 AND SHOULD BE READ IN CONJUNCTION WITH MOLECULAR USA’S INTERIM CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THE FORM 10-Q.

~~THE~~Our ~~FOLLOWING~~interim ~~ANALYSIS~~consolidated OFfinancial ~~THE~~statements ~~RESULTS~~are stated OFin ~~OPERATIONS~~United ~~AND~~States ~~FINANCIAL~~Dollars ~~CONDITION~~and OFare ~~MOLECULAR~~prepared ~~USA~~in ~~FOR~~accordance ~~THE~~with ~~THIRD QUARTER PERIOD ENDED MARCH 31, 2013 AND SHOULD~~United BEStates ~~READ~~Generally INAccepted ~~CONJUNCTION~~Accounting ~~WITH MOLECULAR USA'S INTERIM CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THE FORM 10-Q~~Principles.

~~Our~~Overview ~~interim consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~

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

WeOn October ~~were~~13, 2005, Molecular USA entered into a distribution and supply agreement with Molecular Pharmacology Pty. Ltd. (formerly Molecular Pharmacology Limited) ("MPLA"). MPLA is incorporated inunder the ~~state~~laws of Australia ~~Nevada~~and onat ~~May~~the 1time was a wholly owned subsidiary company of PharmaNet Group Limited ("PharmaNet"), ~~2002.~~an UpAustralian ~~until~~company listed on the ~~fall~~Australian Stock Exchange. Under the terms of ~~2005~~the distribution and supply agreement, Molecular USA ~~was~~received the exclusive distribution rights to distribute, market, promote, detail, advertise and sell certain "Licensed Products", as defined in the ~~business~~agreement, ofwith metallo-polypeptide ~~mineral~~analgesic ~~exploration~~as ~~and~~an active ingredient, in the United States ~~development~~(excluding ofits aterritories ~~mineral~~and ~~property~~possessions).

On ~~October~~May 139, ~~2005~~2006, Molecular USA ~~entered~~announced ~~into~~that ait has ~~distribution~~acquired ~~and~~100% ~~supply~~of ~~agreement~~the ~~with~~issued ~~Molecular~~and ~~Pharmacology~~outstanding ~~Pty.~~share ~~Ltd.~~capital ~~(formerly~~of ~~Molecular Pharmacology Limited)("~~MPLA"). The ~~MPLA~~transaction iswas ~~incorporated~~originally ~~under~~announced by ~~the~~Molecular ~~laws~~USA ofin ~~Australia~~a ~~and~~press atrelease ~~the~~dated ~~time~~November 29, 2005 and was subsequently approved by a ~~wholly~~majority ~~owned~~of ~~subsidiary~~the ~~company~~stockholders of ~~PharmaNet Group~~the ~~Limited,~~Company anat ~~Australian~~a ~~company~~stockholders meeting ~~listed~~held on ~~the~~April ~~Australian~~21, ~~Stock Exchange~~2006. ~~Under~~As ~~the~~a ~~terms~~result of the ~~distribution~~transaction, ~~and supply agreement~~PharmaNet, ~~Molecular USA~~the ~~received~~former ~~the~~parent ~~exclusive~~company ~~distribution~~of ~~rights~~MPLA, tonow ~~distribute,~~controls ~~market,~~approximately ~~promote,~~79% ~~detail,~~of ~~advertise~~Molecular USA's issued and ~~sell~~outstanding ~~certain~~share ~~"Licensed~~capital. ~~Products",~~The ~~as defined~~transaction inbetween the ~~agreement,~~parties closed in escrow with ~~metallo-polypeptide~~an ~~analgesic~~effective asclosing andate ~~active~~of ~~ingredient~~May 8, in2006. The ~~the~~business ~~United~~of ~~States~~MPLA ~~(excluding~~is ~~its~~now ~~territories~~the ~~and~~business of ~~possessions)~~Molecular USA.

On ~~May~~July 919, ~~2006~~2013, Molecular USA announced ~~that it has acquired 100% of the issued and outstanding share capital of MPLA. The transaction was originally~~its ~~announced~~wholly-owned bysubsidiary, ~~Molecular USA in a press release dated November 29~~MPLA, ~~2005~~executed ~~and~~an ~~was~~agreement ~~subsequently~~with ~~approved by~~ a ~~majority~~New ~~of the stockholders of the Company at a~~York-based ~~stockholders meeting held on April 21~~company, ~~2006.~~Dermatology AsDevelopment aCorporation ~~result of the transaction, PharmaNet Group Limited~~ ("~~PharmaNet~~DDC"), ~~the~~to ~~former~~develop ~~parent company~~and ofmarket ~~MPLA,~~a ~~now~~range ~~controls approximately 79%~~ of ~~Molecular~~therapeutic, cosmetic ~~USA's issued~~ and ~~outstanding~~cosmecutical ~~share~~products ~~capital.~~based ~~The~~on ~~transaction between~~ the ~~parties~~ThermaLIFE® ~~closed~~product inrange ~~escrow~~and ~~with~~its anactive ~~effective~~ingredient ~~closing~~in ~~date of May 8, 2006. The business of MPLA is now~~ the ~~business~~United ~~of Molecular USA~~States.

~~Our~~ Under ~~Current~~the ~~Business~~terms of the agreement, DDC is contracted to drive business relationships with a number of third party entities to sell products predominantly in the dermatology and cosmetic fields in the United States in return for an establishment fee and royalties on the agreements executed as a result of DDC’s services, paid for a fixed period net of MPLA’s costs of sales. The engagement of DDC is limited to the provision of the services in the United States, and is for an initial one year period which may be extended by mutual agreement between MPLA and DDC.

~~Molecular~~Our ~~USA~~Current through its wholly owned subsidiary MPLA is 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, Tripeptofen is unusual due to its rapid speed of action and its topical or rub-on application. Business

~~The~~Molecular ~~majority~~USA ofthrough ~~over-~~its wholly owned subsidiary MPLA is in the~~-counter~~ ~~anti-pain~~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 ~~sold~~suitable for the treatment of ~~acute~~common ~~localized~~every-day pain. As ~~are~~an ~~based~~analgesic onand ~~non-steroidal~~ anti-inflammatory ~~drugs~~drug, orTripeptofen ~~NSAIDs.~~is ~~The~~unusual ~~majority~~due ofto ~~such~~its rapid ~~products~~speed ~~are~~of ~~slow~~action ~~acting~~ and ~~provide~~its ~~only~~topical ~~mild~~or ~~pain~~rub-on ~~relief~~application.

The ~~NSAID~~majority ~~group~~of ~~has come under additional pressure and increasing medical alarm, as many drugs in this class have been found to set~~over-~~back~~ the-counter ~~recovery~~anti-pain ofand ~~certain~~anti-inflammatory ~~conditions~~products ~~and~~sold ~~treatments~~ for ~~which~~the ~~they~~treatment ~~were~~of ~~marketed.~~acute ~~Moreover,~~localized ~~NSAIDs~~pain are based ~~associated~~on ~~with severe gastro~~non-~~intestinal~~steroidal ~~side~~anti-~~effects~~inflammatory drugs or NSAIDs. ~~This~~The ~~has~~majority ~~left~~of asuch ~~niche~~products inare anslow ~~industry~~acting ~~under-served~~and byprovide ~~new~~only ~~products~~mild ~~and~~pain ~~ingredients~~relief.

~~MPLA's~~The ~~business~~NSAID ~~strategy~~group ishas tocome ~~exploit~~under ~~the~~additional pressure ~~fast~~ and ~~locally~~increasing ~~acting~~medical alarm, ~~low~~as ~~side~~many ~~effects,~~drugs ~~and~~in ~~recovery-enhancing~~this ~~properties~~class ofhave ~~its~~been found ~~new~~to ~~drug~~set-back ~~group~~the recovery of certain conditions and totreatments ~~market~~for which ~~this~~they aswere amarketed. ~~new ingredient~~Moreover, ~~enabling~~NSAIDs ~~pharmaceutical~~are ~~companies~~associated towith ~~develop~~severe gastro-intestinal ~~and~~side-effects. ~~market~~This ~~effective~~has ~~and~~left ~~safer~~a ~~products~~niche ~~suited~~in toan aindustry under-served ~~broad~~by ~~range~~new ofproducts ~~common~~and ~~everyday pain~~ingredients.

19 20

~~Licensed~~MPLA's ~~Products~~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.

~~Molecular USA has exclusive distribution rights to distribute, market, promote, advertise and sell certain "~~Licensed ~~Products",~~ with metallo-polypeptide analgesic and anti-inflammatory activity as an active ingredient, in the United States (excluding its territories and possessions) from its wholly owned subsidiary company MPLA. Products

~~The~~Molecular ~~Licensed~~USA ~~Products~~has ~~include~~exclusive ~~all~~distribution ~~products~~rights to indistribute, ~~all dosage forms~~market, ~~formulations~~promote, ~~line~~advertise ~~extensions~~ and ~~package~~sell ~~configurations~~certain ~~using~~Licensed ~~or otherwise incorporating~~Products, ~~any~~with ~~aspect or production method of~~ metallo-polypeptide analgesic and anti-inflammatory activity as an active ingredient, ~~marketed~~in ~~by MPLA or its affiliates under~~ the ~~trade~~United ~~name~~States ~~Tripeptofen~~(excluding orits ~~any~~territories ~~other trade names or trademarks used by MPLA relating to the product~~ and ~~any improvements to such formulations or~~possessions) ~~dosages~~from ~~as may hereafter be distributed by MPLA or~~ its ~~affiliates~~wholly inowned ~~the~~subsidiary ~~territory~~company ~~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:~~

~~dermatological~~The orLicensed ~~cosmetic~~Products ~~use~~include all products in all dosage forms, formulations, line extensions and package configurations using or otherwise ~~tissue~~incorporating ~~repair~~any aspect or ~~tissue~~production ~~regeneration~~method ~~effect;~~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:

· dermatological ~~any~~or cosmetic use, or ~~application~~tissue ofrepair ~~the Licensed Product in non-human groups~~ or ~~species;~~tissue ~~and~~regeneration effect;

· any ~~Thermalife~~use ~~cream,~~or ~~presently~~application ~~owned~~of bythe ~~PharmaNet,~~Licensed ~~the~~Product ~~parent~~in ~~company~~non-human ofgroups ~~MPLA.~~or species; and

~~All~~· Thermalife ~~Licensed~~cream, ~~Products~~presently ~~must~~owned ~~first obtain regulatory clearance in the United States before they may be marketed and sold~~ by ~~Molecular USA in that territory. Regulatory approval~~PharmaNet, ~~commencement of~~ the ~~Master~~holding ~~Drug File ("MDF") and market approval are the focus~~ corporation of ~~an ongoing program expected to continue over the next 18 to 24 months~~MPLA.

~~MPLA~~All ~~has~~Licensed anProducts ~~exclusive~~must ~~license~~first ~~from~~obtain regulatory ~~Cambridge~~clearance ~~Scientific~~in ~~Pty~~the ~~Ltd.~~United ofStates ~~Australia.~~before ~~This~~they ~~license~~may isbe ~~restricted~~marketed toand asold by ~~"field~~Molecular ofUSA ~~use"~~in ~~defined~~that interritory. ~~the~~Clinical ~~license~~programs are currently planned by ~~documentation.~~MPLA ~~Cambridge~~for ~~Scientific~~Europe, ~~Pty~~USA ~~Ltd~~and Australia. ~~may~~The ~~grant~~clinical ~~other~~trial ~~licenses~~program is expected to be ~~third~~expanded ~~parties~~with ~~outside~~follow-up ~~the~~trials. ~~"field~~Regulatory approval, commencement of ~~use~~the Master Drug File ("MDF") and market approval are the ~~subject~~focus of ~~the~~an ~~licenses~~ongoing ~~granted~~program expected to continue over ~~MPLA~~the next 18 to 24 months.

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

~~Molecular~~Patents ~~USA~~& and its subsidiary MPLA, regard their 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. Trademarks

ToMolecular USA and its subsidiary MPLA, regard their 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, ~~MPLA~~Molecular USA relies on a combination of ~~license~~patent, trademark and ~~patent~~copyright ~~applications~~law, ~~held~~trade bysecret ~~Cambridge~~protection, confidentiality ~~Scientific~~agreements ~~Pty~~and ~~Ltd~~other ~~which~~contractual arrangements with their ~~includes~~employees, ~~"Analgesic~~affiliates, ~~and~~clients, ~~Anti-Inflammatory~~strategic ~~Composition"~~partners, ~~comprising~~acquisition ~~USA~~targets and others. Effective patent, ~~application~~trademark, incopyright ~~completion~~and ~~plus~~trade ~~PCT~~secret ~~Provisional~~protection ~~Specification~~may not ~~having~~be available in every country in which the ~~same name~~combined ~~designated~~company asintends ~~Serial~~to offer Noits products. ~~11/059580~~The steps taken by Molecular USA and MPLA to protect their intellectual property rights may not be adequate. ~~These~~Third ~~patent~~parties ~~applications~~may ~~embody~~infringe ~~all~~or misappropriate the ~~current~~combined ~~Analgesic~~company's intellectual property rights or the combined company may not be able to detect unauthorized use and ~~Anti-inflammatory~~take appropriate ~~assets~~steps to enforce its rights. ~~MPLA~~In ~~will~~addition, ~~also~~other ~~rely~~parties onmay assert infringement claims against the ~~exclusive~~combined ~~nature~~company. ofSuch ~~its~~claims, ~~license~~regardless of merit, ~~trademark~~could result in the expenditure of significant financial and ~~copyright~~managerial resources. ~~law~~Further, ~~trade~~an ~~secret~~increasing ~~protection,~~number ~~confidentiality~~of ~~agreements~~patents ~~and~~are ~~other~~being ~~contractual~~issued ~~arrangements~~to asthird itparties regarding these processes. Future patents may ~~execute~~limit ~~from~~the ~~time~~combined company's ability to ~~time~~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.

To protect their intellectual property ~~Management~~rights, ofMPLA ~~Molecular~~relies ~~USA~~on a combination of license and ~~MPLA~~patent ~~believes~~applications ~~that~~held ~~MPLA's~~by Cambridge ~~products,~~Scientific ~~trademarks,~~which includes "Analgesic and ~~other~~Anti-Inflammatory Composition" ~~proprietary~~comprising ~~rights~~USA dopatent ~~not~~application ~~infringe~~in oncompletion plus PCT Provisional Specification having the ~~proprietary~~same ~~rights~~name ~~of third~~designated ~~parties~~as Serial No. 11/059580.

20 21

These ~~Marketing~~patent applications embody all the current Analgesic and Anti-inflammatory assets. MPLA will also rely on the exclusive nature of its license, trademark and copyright law, trade secret protection, confidentiality agreements and other contractual arrangements as it may execute from time to time.

Management of Molecular USA ~~plans~~and toMPLA ~~market~~believes ~~its~~that ~~Licensed~~MPLA's ~~Products~~products, ~~when approved~~trademarks, ~~through existing pharmaceutical distributors~~ and byother proprietary ~~collaborative~~rights ~~dealings~~do ~~with~~not ~~major companies~~infringe ~~active~~on in the ~~United~~proprietary ~~States~~rights ~~and~~of ~~Europe~~third parties.

In addition, Molecular USA plans to explore opportunities for direct sales, out-licensing and the integration of the company's proprietary anti-inflammatory and analgesic components in products already distributed through various international markets. Marketing

Molecular USA ~~expects~~plans ~~that~~to ~~these~~market ~~activities~~its ~~may~~Licensed Products, ~~even~~when ~~help~~approved, ~~fund~~through ~~the~~existing ~~development~~pharmaceutical ~~costs~~distributors ofand ~~the~~by collaborative ~~Licensed~~dealings ~~Products~~with major companies active in the United States. and Europe.

~~Manufacturing~~In &addition, ~~Supply~~Molecular USA plans to explore opportunities for direct sales, out-licensing and the integration of the company’s proprietary anti-inflammatory and analgesic components in products already distributed through various international markets.

Molecular USA ~~and~~expects ~~MPLA~~that ~~have~~these noactivities ~~manufacturing facilities. MPLA is required to supply Molecular USA with all Licensed Products under the distribution and~~may ~~supply~~even ~~agreement~~help ~~entered~~fund ~~into by~~ the ~~parties~~development incosts ~~October 2005. It is likely MPLA will enter into arrangements with various Good Manufacturing Practice (" GMP") certified formulation and manufacturers~~ of the Licensed Products ~~for~~in ~~clinical trial and sales purposes. These formulations and~~ the ~~manufacturing~~ ~~facilities must comply with regulations and current good laboratory practices (or CGLPs), and current GMPs, enforced by the Food and Drug~~United ~~Administration ("FDA")~~States. ~~Molecular USA plans to continue MPLA's practice to outsource formulation and manufacturing for its clinical trials and potential commercialization after the acquisition of MPLA by Molecular USA.~~

~~Molecular~~Manufacturing ~~USA~~& ~~has~~Supply ~~not entered into any supply agreements.~~

Molecular USA and MPLA have no manufacturing facilities. ~~Competition~~MPLA is required to supply Molecular USA with all Licensed Products under the distribution and supply agreement entered into by the parties in October 2005. It is likely MPLA will enter into arrangements with various Good Manufacturing Practice ("GMP") certified formulation and manufacturers of the Licensed Products for clinical trial and sales purposes. These formulations and the manufacturing facilities must comply with regulations and current good laboratory practices ("CGLP"), and current GMPs, enforced by the Food and Drug Administration ("FDA"). Molecular USA plans to continue MPLA’s practice to outsource formulation and manufacturing for its clinical trials and potential commercialization after the acquisition of MPLA by Molecular USA.

Molecular USA ~~and~~has ~~MPLA~~not ~~compete~~entered ininto ~~the~~any ~~segment of the pharmaceutical market that treats pain and inflammation, which is highly competitive. We face~~supply ~~significant competition from most pharmaceutical companies as well as biotechnology companies that are also researching and selling products designed to treat pain and inflammation~~agreements. 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.

~~Molecular USA's competition will be determined in part by the potential indications for which the MPLA's products are developed and ultimately approved by regulatory authorities.~~ Competition

Molecular USA ~~knows~~and ofMPLA ~~other~~compete ~~companies~~in ~~and~~the ~~institutions~~segment ~~dedicated~~of the topharmaceutical ~~the~~market ~~development~~that oftreats ~~anti-~~pain and ~~anti-inflammatory~~inflammation, ~~pharmaceuticals~~which ~~similar~~is tohighly competitive. ~~those~~We face significant competition from most pharmaceutical companies ~~being~~as ~~developed~~well byas ~~MPLA~~biotechnology companies that are also researching and ~~licensed~~selling products designed to ~~Molecular~~treat ~~USA~~pain and inflammation. Many of ~~Molecular~~our ~~USA's~~ competitors, ~~existing or potential,~~ have significantly ~~substantially~~ greater financial, manufacturing, marketing and product ~~technical~~development resources ~~and~~than ~~therefore~~we ~~may~~do. beLarge pharmaceutical companies in aparticular have ~~better~~extensive ~~position~~experience toin ~~develop,~~clinical ~~manufacture~~testing and ~~market~~in ~~pharmaceutical~~obtaining ~~products.~~regulatory approvals ~~Many~~for ofdrugs. ~~these~~These ~~competitors~~companies ~~are~~ also ~~more~~have ~~experienced~~significantly ~~with~~greater ~~regard~~research capabilities tothan ~~preclinical~~we ~~testing~~do. In addition, ~~human~~many ~~clinical~~universities ~~trials~~and private and ~~obtaining~~public research ~~regulatory~~institutes ~~approvals~~are active in neurological research, some in direct competition with us. ~~The~~These ~~current~~companies, oras ~~future~~well ~~existence~~as ofacademic institutions, ~~competitive~~governmental ~~products~~agencies ~~may~~and other public and private organizations conducting research, also ~~adversely~~compete ~~affect~~with ~~the~~Molecular ~~marketability~~USA and MPLA in recruiting and retaining highly qualified scientific personnel and consultants and may establish collaborative arrangements with competitors of Molecular USA~~'s products~~.

Molecular USA's competition will be determined in part 21by the potential indications for which the MPLA's products are developed and ultimately approved by regulatory authorities.

Molecular USA knows of other companies and institutions ~~Governmental~~dedicated ~~Regulation~~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.

FDA Regulation . Pharmaceutical products are subject to extensive pre- and post-marketing regulation by the FDA, including regulations that govern the testing, manufacturing, safety, efficacy, labeling, storage, record-keeping, advertising and promotion of the products under the Federal Food, Drug and Cosmetic Act and the Public Health Services Act, and by comparable agencies in most foreign countries. The process required by the FDA before a new drug may be marketed in the U.S. generally involves the following: completion of pre-clinical laboratory and animal testing; submission of an investigational new drug application, ("IND"), which must become effective before clinical trials may begin; performance of adequate and well controlled human clinical trials to establish the safety and efficacy of the proposed drug's intended use; and approval by the FDA of a New Drug Application (" NDA"). 22

~~The~~Governmental activities required before a pharmaceutical agent may be marketed in the United States begin with pre-clinical testing. 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. Regulation

~~Typically,~~FDA ~~human~~Regulation. Pharmaceutical ~~clinical~~products ~~trials~~ are ~~conducted~~subject into extensive ~~three~~pre- ~~phases~~and ~~that~~post-marketing ~~may~~regulation ~~overlap.~~by Inthe ~~Phase 1~~FDA, ~~clinical~~including ~~trials~~regulations that ~~are~~govern ~~conducted~~the ~~with~~testing, amanufacturing, ~~small~~safety, ~~number~~efficacy, oflabeling, ~~subjects~~storage, torecord-keeping, ~~determine~~advertising and promotion of the ~~early~~products ~~safety~~under ~~profile~~the Federal Food, Drug and ~~pharmacology~~Cosmetic ofAct and the ~~new~~Public ~~therapy.~~Health InServices ~~Phase 2~~Act, ~~clinical~~and ~~trials~~by comparable ~~are~~agencies ~~conducted~~in ~~with~~most ~~groups~~foreign ofcountries. ~~patients~~The ~~afflicted~~process ~~with~~required by the FDA before a ~~specific~~new ~~disease~~drug may be marketed in ~~order~~the toU.S. ~~determine~~generally ~~preliminary~~involves ~~efficacy,~~the ~~optimal~~following: completion ~~dosages~~of pre-clinical laboratory and ~~expanded~~animal ~~evidence~~testing; submission of ~~safety.~~an investigational Innew ~~Phase~~drug 3application ("IND"), which ~~large~~must ~~scale,~~become ~~multicenter, comparative~~effective before clinical trials ~~are~~may ~~conducted~~begin; ~~with~~performance ~~patients~~of adequate ~~afflicted~~and ~~with~~well acontrolled ~~target~~human ~~disease~~clinical intrials ~~order~~ to ~~provide~~establish ~~enough~~the ~~data~~safety ~~for~~and efficacy of the ~~statistical~~proposed ~~proof~~drug’s ~~of efficacy~~intended use; and ~~safety~~approval ~~required~~ by the FDA ~~and~~of a ~~others~~New Drug Application ("NDA").

The ~~results~~activities ofrequired before a pharmaceutical agent may be marketed in the United States begin with pre-clinical ~~and~~ testing. Pre-clinical ~~testing,~~tests ~~together~~include ~~with~~laboratory ~~chemistry~~evaluation ~~and~~of ~~manufacturing~~potential ~~information,~~products ~~are~~and animal ~~submitted~~studies to assess the ~~FDA~~potential insafety ~~the~~and ~~form~~efficacy of anthe ~~NDA~~product and ~~for~~its aformulations. ~~pharmaceutical~~The ~~product~~results inof ~~order~~these tostudies ~~obtain~~and ~~approval~~other toinformation ~~commence~~must ~~commercial~~be submitted ~~sales.~~to Inthe ~~responding~~FDA toas part of an ~~NDA~~IND application, which must be reviewed and approved by the FDA ~~may~~before ~~grant~~proposed ~~marketing~~clinical ~~approvals, request~~testing ~~additional~~can ~~information~~begin. orClinical ~~further~~trials involve ~~research,~~the oradministration ~~deny~~of the ~~application~~investigational ifnew itdrug ~~determines~~to ~~that~~healthy volunteers ~~the~~or ~~application~~to ~~does~~patients ~~not~~under ~~satisfy~~the ~~its~~supervision ~~regulatory~~of ~~approval~~a qualified principal ~~criteria~~investigator. ~~Patient-specific~~Clinical ~~therapies~~trials ~~may~~are beconducted ~~subject~~in toaccordance ~~additional~~with ~~risk~~Good ~~with~~Clinical Practices ~~respect~~under toprotocols that detail the ~~regulatory~~objectives ~~review~~of ~~process.~~the ~~FDA~~study, ~~approval~~the parameters ~~for~~to abe ~~pharmaceutical product~~used ~~may~~to ~~not~~monitor besafety ~~granted~~and onthe aefficacy ~~timely~~criteria ~~basis,~~to ifbe evaluated. atEach ~~all,~~protocol ormust ifbe ~~granted~~submitted ~~may~~to ~~not~~the ~~cover~~FDA ~~all~~as part of the ~~clinical~~IND application. ~~indications~~Further, ~~for~~each ~~which~~clinical ~~approval~~study ismust ~~sought~~be orconducted ~~may~~under the auspices ~~contain~~of ~~significant~~an ~~limitations~~independent ininstitutional ~~the~~review ~~form~~board. ofThe ~~warnings~~institutional review board will consider, ~~precautions~~among orother ~~contraindications~~things, ~~with~~ethical ~~respect~~factors toand ~~conditions~~the safety of ~~use.~~human subjects.

~~Satisfaction~~Typically, ofhuman ~~FDA~~clinical ~~premarket~~trials ~~approval~~are ~~requirements~~conducted ~~for~~in three ~~new~~phases ~~drugs~~that ~~typically~~may ~~takes~~overlap. ~~several~~In ~~years~~Phase 1, ~~and~~clinical ~~the~~trials ~~actual~~are ~~time~~conducted ~~required~~with ~~may~~a small ~~vary~~number ~~substantially~~of ~~based upon~~subjects to determine the ~~type,~~early ~~complexity~~safety profile and ~~novelty~~ pharmacology of the ~~product~~new ortherapy. ~~targeted~~In ~~disease.~~Phase ~~Government~~2, ~~regulation~~clinical ~~may~~trials ~~delay~~are orconducted ~~prevent~~with ~~marketing~~groups of patients ~~potential~~afflicted ~~products~~with ~~for~~ a ~~considerable~~ ~~period~~specific ofdisease ~~time~~in ~~and~~order ~~impose~~to ~~costly~~determine ~~procedures~~preliminary efficacy, ~~upon~~optimal ~~our~~dosages ~~activities.~~and ~~Success~~expanded inevidence ~~early~~of ~~stage~~safety. ~~clinical~~In ~~trials~~Phase or3, ~~with prior versions of products~~large ~~does~~scale, ~~not~~multicenter, ~~assure~~comparative ~~success~~clinical intrials ~~later~~are ~~stage~~conducted ~~clinical~~with ~~trials.~~patients afflicted ~~Data~~with ~~obtained~~a ~~from~~target ~~clinical~~disease ~~activities~~in ~~are~~order ~~not~~to ~~always~~provide ~~conclusive~~enough ~~and~~data ~~may~~for bethe statistical ~~susceptible~~proof toof ~~varying interpretations~~efficacy ~~that~~and ~~could~~safety ~~delay,~~required ~~limit~~by orthe ~~prevent~~FDA ~~regulatory~~and ~~approval~~others.

22The results of the pre-clinical and clinical testing, 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.

~~Once~~Satisfaction ~~approved,~~of ~~the~~ FDA ~~may~~premarket ~~withdraw~~approval requirements ~~the~~for ~~product~~new ~~approval~~drugs iftypically ~~compliance~~takes ~~with~~several ~~pre-~~years, and ~~post-marketing~~the ~~regulatory~~actual ~~standards~~time required ismay ~~not~~vary ~~maintained~~substantially orbased ifupon ~~problems occur~~the ~~after~~type, ~~the~~complexity ~~product~~and ~~reaches~~novelty of the ~~marketplace.~~product Inor ~~addition,~~targeted ~~the~~disease. ~~FDA~~Government regulation may ~~require~~delay ~~post-~~or prevent marketing ~~studies,~~of ~~referred~~potential toproducts asfor ~~Phase~~a 4considerable ~~studies,~~period ~~to monitor the effect~~ of antime ~~approved~~and ~~product,~~impose costly ~~and~~procedures ~~may~~upon ~~limit~~our ~~further~~activities. ~~marketing~~Success ofin ~~the~~early ~~product~~stage ~~based~~clinical ontrials or ~~the~~with ~~results~~prior versions of ~~these~~products ~~post-market~~does ~~studies.~~not ~~The~~assure ~~FDA~~success ~~has~~in ~~broad~~later stage ~~post-market~~clinical ~~regulatory~~trials. ~~and~~Data ~~enforcement~~obtained ~~powers,~~from ~~including~~clinical ~~the~~activities ~~ability~~are tonot ~~levy~~always conclusive ~~fines~~ and ~~civil~~may ~~penalties,~~be ~~suspend~~susceptible orto ~~delay~~varying ~~issuance~~interpretations ofthat ~~approvals,~~could ~~seize or~~delay, ~~recall~~limit ~~products,~~ or ~~withdraw~~prevent ~~approvals~~regulatory approval.

~~Facilities~~Once ~~used~~approved, tothe ~~manufacture~~FDA ~~drugs~~may ~~are~~withdraw ~~subject~~the toproduct approval ~~periodic~~if ~~inspection~~compliance bywith ~~the~~pre- ~~FDA,~~and ~~Drug~~post-marketing ~~Enforcement~~regulatory ~~Agency~~standards ~~and~~is ~~other~~not maintained ~~authorities~~or ~~where~~if ~~applicable,~~problems ~~and must~~occur ~~comply~~after ~~with~~ the ~~FDA's~~product ~~Current~~reaches ~~Good~~the ~~Manufacturing regulations~~marketplace. ~~Failure~~In addition, ~~to comply with~~ the ~~statutory~~FDA ~~and~~may ~~regulatory~~require ~~requirements~~post-marketing ~~subjects~~studies, ~~the manufacturer~~referred to ~~possible~~as ~~legal~~Phase ~~or regulatory action~~4 studies, ~~such~~to asmonitor ~~suspension~~the effect of ~~manufacturing,~~an ~~seizure~~approved of product, orand ~~voluntary~~may ~~recall~~limit ~~of a product. Adverse~~further ~~experiences~~marketing ~~with~~of the product ~~must~~based beon ~~reported to~~ the ~~FDA~~results ~~and~~of ~~could~~these ~~result~~post-market instudies. ~~the~~The FDA ~~imposition~~has ofbroad post-market ~~restriction~~regulatory ~~through~~and ~~labeling~~enforcement ~~changes~~powers, orincluding ~~in product~~the ~~removal.~~ability ~~Product~~to ~~approvals~~levy ~~may~~fines beand ~~withdrawn~~civil ifpenalties, ~~compliance~~suspend ~~with~~or ~~regulatory~~delay ~~requirements~~issuance isof approvals, ~~not~~seize ~~maintained~~ or ifrecall ~~problems~~products, ~~concerning safety~~ or ~~efficacy~~withdraw ~~of the product occur following approval~~approvals.

~~With~~Facilities ~~respect~~used to ~~post-market~~manufacture ~~product~~drugs ~~advertising~~are ~~and~~subject to ~~promotion,~~periodic inspection by the FDA, ~~imposes~~Drug aEnforcement ~~number~~Agency ofand ~~complex~~other authorities ~~regulations~~where onapplicable, ~~entities that advertise~~ and ~~promote pharmaceuticals,~~must ~~which~~comply ~~include,~~with ~~among~~the ~~other~~FDA’s ~~things,~~Current ~~standards~~Good Manufacturing ~~and~~ regulations. ~~relating~~Failure to ~~direct-to-consumer~~comply ~~advertising,~~with ~~off-label~~the ~~promotion,~~statutory ~~industry~~and regulatory ~~sponsored~~requirements ~~scientific~~subjects ~~and~~the ~~educational~~manufacturer ~~activities,~~to ~~and~~possible ~~promotional~~legal ~~activities~~or ~~involving~~regulatory ~~the~~action, ~~Internet.~~such ~~The~~as ~~FDA~~suspension ~~has~~of ~~very~~manufacturing, ~~broad~~seizure ~~enforcement~~of product ~~authority~~or ~~under~~voluntary ~~the Federal~~recall ~~Food,~~of ~~Drug~~a ~~and~~product. ~~Cosmetic~~Adverse ~~Act,~~experiences ~~and~~with ~~failure~~the toproduct must ~~abide~~be byreported ~~these~~to ~~regulations~~the ~~can~~FDA and could result in ~~penalties including~~ the ~~issuance~~imposition of ~~a warning letter directing~~market ~~the~~restriction ~~entity~~through tolabeling ~~correct~~changes ~~deviations~~or ~~from~~in ~~FDA~~product ~~standards,~~removal. aProduct ~~requirement~~approvals may ~~that~~be ~~future~~withdrawn ~~advertising~~if ~~and~~compliance ~~promotional~~with ~~materials~~regulatory berequirements ~~pre-cleared~~is bynot ~~the~~maintained or ~~FDA,~~if ~~and~~problems ~~state and~~concerning ~~federal~~safety ~~civil~~or ~~and~~efficacy ~~criminal~~of ~~investigations~~the ~~and~~product ~~prosecutions.~~occur following approval.

Research facilities are subject to various laws and 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. 23

~~Other~~With ~~Government~~respect ~~Regulations~~to post-market product advertising .and Inpromotion, ~~addition~~the toFDA ~~laws~~imposes ~~and~~a number of complex regulations ~~enforced~~on byentities ~~the~~that advertise ~~FDA,~~and ~~research~~promote ofpharmaceuticals, ~~Molecular~~which ~~USA's~~include, ~~products~~among inother ~~the~~things, standards ~~United~~and ~~States~~regulations ~~are~~relating ~~subject~~to direct-to-consumer ~~regulation~~advertising, ~~under~~off-label ~~National~~promotion, ~~Institutes~~industry-sponsored ofscientific ~~Health~~and ~~guidelines~~educational activities, asand promotional ~~well~~activities asinvolving ~~under~~ the ~~Controlled~~Internet. ~~Substances~~The ~~Act,~~FDA has very broad enforcement authority under the ~~Occupational~~Federal ~~Safety~~Food, Drug and ~~Health~~Cosmetic Act, ~~the Environmental~~and ~~Protection~~failure ~~Act,~~to ~~the~~abide ~~Toxic~~by ~~Substances~~these ~~Control~~regulations ~~Act,~~can ~~the~~result ~~Resource~~in ~~Conservation~~penalties ~~and~~including ~~Recovery~~the issuance ~~Act~~of ~~and~~a ~~other~~warning ~~present~~letter ~~and~~directing ~~potential~~the ~~future~~entity ~~federal,~~to ~~state~~correct ordeviations ~~local~~from ~~laws~~FDA ~~and regulations~~standards, asa ~~research~~requirement ~~and~~that ~~development~~future ofadvertising ~~its~~and ~~products~~promotional ~~involves~~materials be ~~the~~pre-cleared ~~controlled~~by ~~use~~the ofFDA, ~~hazardous~~and ~~materials,~~state ~~chemicals,~~and ~~viruses~~federal civil and ~~various~~criminal ~~radioactive~~investigations ~~compounds~~and prosecutions.

InResearch ~~addition~~facilities ~~to regulations in the United States, Molecular USA's products~~ are subject to avarious ~~variety~~laws and ofregulations ~~foreign~~regarding ~~regulations~~laboratory ~~governing~~practices, ~~clinical~~the ~~trials~~experimental ~~and~~use of ~~commercial~~animals, ~~sales~~ and ~~distribution~~the ofuse ~~its~~and ~~Licensed~~disposal ~~Products.~~of ~~Whether~~hazardous or ~~not~~potentially ~~Molecular~~hazardous substances ~~USA~~in ~~obtains~~connection ~~FDA~~with ~~approval~~the ~~for~~research ain ~~product,~~question. In ~~Molecular~~each ~~USA or its subsidiaries must obtain approval~~ of athese ~~product~~areas, byas above, the government ~~comparable~~has broad regulatory ~~authorities~~and ofenforcement ~~foreign~~powers, ~~countries~~including ~~before~~the ~~it can commence clinical trials or~~ability ~~marketing~~to oflevy ~~the~~fines ~~product~~and incivil ~~those~~penalties, ~~countries.~~suspend ~~The~~or ~~approval~~delay ~~process~~issuance ~~varies~~of ~~from~~approvals, seize ~~country~~or torecall ~~country~~products, and ~~the~~withdraw ~~time~~approvals, ~~may~~any beone ~~longer~~ or ~~shorter~~more ~~than~~of ~~that required~~which ~~for~~could ~~FDA~~have ~~approval.~~a ~~The~~material ~~requirements~~adverse ~~governing~~effect ~~the~~upon ~~conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country~~us.

Other Government Regulations. In addition to laws and regulations 23enforced by the FDA, research of Molecular USA’s products in the United States are subject to regulation under National Institutes of Health guidelines, 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.

~~Sarbanes-Oxley~~In ~~Act~~addition ofto ~~2002 .~~regulations Onin ~~July~~the ~~30,~~United ~~2002~~States, Molecular ~~President~~USA’s ~~Bush~~products ~~signed~~are ~~into~~subject ~~law~~to ~~the~~a ~~Sarbanes-Oxley~~variety ~~Act~~ of ~~2002~~foreign ~~("SOA").~~regulations governing ~~The~~clinical ~~SOA~~trials ~~imposes~~and acommercial ~~wide~~sales ~~variety~~and distribution of ~~new~~its Licensed ~~requirements~~Products. onWhether ~~both~~or ~~U.S.~~not ~~and~~Molecular ~~non-U.S.~~USA ~~companies,~~obtains ~~that~~FDA ~~file~~approval for a product, Molecular USA or ~~are~~its ~~required~~subsidiaries tomust ~~file~~obtain ~~periodic~~approval ~~reports~~of ~~with~~a product by the comparable ~~Securities~~regulatory ~~and~~authorities ~~Exchange~~of ~~Commission~~foreign ~~(the~~countries ~~" SEC")~~before ~~under~~it ~~the~~can ~~Securities~~commence clinical ~~Exchange~~trials ~~Act~~or marketing of ~~1934.~~the ~~Many~~product ofin ~~these~~those ~~new~~countries. ~~requirements~~The ~~will~~approval process ~~affect~~varies ~~Molecular~~from ~~USA~~country to country, and ~~its~~the ~~board~~time ofmay ~~directors.~~be ~~For~~longer or shorter ~~instance,~~than ~~under~~that required for FDA approval. The requirements governing the ~~SOA~~conduct of clinical trials, ~~Molecular~~product ~~USA~~licensing, ispricing ~~required~~and ~~to:~~reimbursement vary greatly from country to country.

Sarbanes-Oxley Act of 2002. On ~~form~~July an30, ~~audit~~2002, ~~committee~~President inBush ~~compliance~~signed into law the Sarbanes-Oxley Act of 2002 ("SOA"). The SOA imposes a wide variety of new requirements on both U.S. and non-U.S. companies, that file or are required to file periodic reports with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. Many of these new requirements will affect Molecular USA and its board of directors. For instance, under the SOA; Molecular USA is required to:

~~have~~· form ~~Molecular~~an ~~USA's~~audit ~~chief~~committee ~~executive~~in ~~officer~~compliance ~~and~~with ~~chief~~the ~~financial officer certify its financial statements~~SOA;

· ensure Molecular USA'’s ~~directors~~chief ~~and~~executive ~~senior~~officer ~~officers forfeit all bonuses or other incentive-based compensation~~ and ~~profits received from the sale of~~chief ~~Molecular~~financial ~~USA's~~officer ~~securities~~are inrequired ~~the~~to ~~twelve~~certify ~~month~~its ~~period following initial publication of any of Molecular USA's~~ financial statements ~~that later require restatement~~;

~~disclose~~· ensure ~~any~~Molecular ~~off-balance~~USA’s ~~sheet~~directors ~~transactions~~and assenior officers are required to byforfeit all bonuses or other incentive-based compensation and profits received from the ~~SOA;~~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;

~~prohibit~~ · disclose ~~all~~any ~~personal~~off-balance ~~loans~~sheet totransactions ~~directors~~as ~~and~~required ~~officers;~~by the SOA;

· prohibit ~~ensure~~all ~~directors,~~personal ~~officers~~loans ~~and~~to ~~10%~~directors ~~holders~~and ~~file their Forms 4's within two days of a transaction~~officers;

· ensure ~~adopt~~directors, aofficers ~~code~~and of10% ~~ethics~~holders ~~and~~ file atheir ~~Form~~Forms ~~8-K~~4's ~~whenever~~within two ~~there~~days isof a ~~change or waiver of this code~~transaction; ~~and~~

· adopt ~~ensure~~a ~~Molecular~~code ~~USA's~~of ~~auditor~~ethics isand ~~independent~~file asa ~~defined~~Form by8-K ~~the~~whenever ~~SOA.~~there is a change or waiver of this code; and

~~The SOA has required us to review our current procedures and policies to determine whether they comply with the SOA and the new regulations promulgated~~· ~~thereunder.~~ensure WeMolecular ~~will~~USA’s ~~continue~~auditor tois ~~monitor~~independent ~~our~~as ~~compliance~~defined ~~with~~by ~~all future regulations that are adopted under~~ the SOA ~~and will take whatever actions are necessary to ensure that we are in compliance~~.

~~Environmental Compliance~~ 24

The ~~nature~~SOA ofhas ~~Molecular~~required ~~USA's~~us to review our current procedures and ~~MPLA's~~policies ~~business~~to ~~does~~determine ~~not~~whether ~~require~~they ~~special~~comply ~~environmental~~with orthe ~~local~~SOA ~~government~~and ~~approval~~the new regulations promulgated thereunder. ~~Molecular~~We ~~USA~~will ~~and~~continue ~~MPLA~~to ~~are~~monitor ~~compliant~~our compliance with all ~~environmental~~future ~~laws.~~regulations ~~The~~that ~~cost~~are ofadopted ~~such~~under ~~compliance~~the isSOA ~~minimal~~and ~~for~~will take ~~the~~whatever ~~Company~~actions are necessary to ensure that we are in compliance.

~~Employees~~ Environmental Compliance

The nature of Molecular USA’s ~~currently~~and MPLA’s ~~has~~business nodoes ~~employees~~not require special environmental or local government approval. Molecular USA and ~~instead~~MPLA ~~relies~~are oncompliant ~~outside~~with ~~contractors~~all environmental laws. The cost of such compliance is minimal for the company.

~~Immediate Business Plans~~ Employees

~~The~~In ~~Company,~~the ~~through~~period ~~its~~ended ~~subsidiary~~September ~~MPLA~~30, ~~plans~~2013, toMolecular USA ~~continue~~did tonot ~~pursue~~have ~~the~~any ~~various~~employees ~~levels of the international regulatory approval processes. Applications~~ and ~~product~~does ~~opportunities~~not ~~for~~intend ~~Tripeptofen are believed~~ to behire ~~broad~~any ~~and~~employees ~~cover~~in athe upcoming ~~range of commercial fields, each with distinct pre-market requirements~~year. ~~The international~~We ~~drug~~rely ~~development~~heavily ~~team,~~on ~~global~~outside ~~resources~~contractors ~~and local know-how will allow MPLA~~ to ~~seek~~conduct ~~the~~our ~~most time and cost effective regulatory pathways for each product and market sector~~business.

OnImmediate ~~commercial~~Business development, MPLA will focus on consolidating the regulatory pathway work in order to prioritize the path to market. Jeffery Edwards will work to set-out the strategies designed to maximize the multi-jurisdictional capabilities of MPLA's development teams. Plans

The Company, through its subsidiary MPLA, plans to continue to pursue the various levels of the international regulatory ~~Results~~approval processes. Applications and product opportunities for Tripeptofen are believed to be broad and cover a range of ~~Operation~~commercial 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.

~~For~~On commercial development, MPLA will focus on consolidating the ~~quarter~~regulatory ~~ended~~pathway ~~March~~work ~~31,~~in ~~2013~~order to prioritize the path to market. Jeffrey Edwards will work to set-out the strategies designed to maximize the multi-jurisdictional capabilities of MPLA's development teams.

24 Reports to Security Holders

We are required to file annual reports on Form ~~Revenues~~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.

~~REVENUE -~~Although ~~Molecular~~our ~~USA~~Internet ~~has~~site www.mpl-usa.com does not ~~generated~~contain our reports, you may read and copy any ~~revenues~~materials ~~for~~we file with the ~~quarter~~SEC at ~~ended~~their ~~March~~Public 31Reference Room at 450 Fifth Street, ~~2013~~N.W., orWashington, ~~since~~D.C. 20549. ~~inception~~You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

~~COMMON~~Results ~~STOCK - Molecular USA has not issued any shares during the most recent quarter. As~~ of ~~the date of May 8, 2013, Molecular USA has 111,553,740 common shares issued and outstanding.~~ Operation

~~Expenses~~For the quarter ended September 30, 2013.

~~SUMMARY~~Revenues - Total expenses were $151,766 for the nine month period ended March 31, 2013. Expenses had increased during this past nine month period as compared to the nine month period ended March 31, 2012 - $112,554. A total of $2,288,785 in expenses has been incurred by Molecular USA since inception on July 14, 2004 through to March 31, 2013. The increase in costs over this nine month period has occurred as the result of Molecular USA's wholly owned subsidiary increase in its consulting fees. The costs can be subdivided into the following categories:

~~Office~~REVENUE – ~~Expenses~~Molecular ~~and~~USA ~~Rent~~has :not ~~$20,410~~generated inany ~~office~~revenues ~~expenses (~~for ~~administrative costs) were incurred for~~ the ~~nine~~quarter ~~month period~~ ended ~~March~~September 3130, 2013, asor ~~compared to $16,244 for the~~since ~~nine month period ended March 31, 2012, while a total of $238,943 was incurred in the period from~~ inception ~~on July 14, 2004 to March 31, 2013~~. ~~All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.~~

COMMON ~~Consulting~~STOCK ~~and~~– ~~Analysis Costs :~~ Molecular USA ~~relies~~has onnot issued ~~consultants~~any ~~and~~shares ~~other~~during ~~third parties to conduct~~ the ~~majority~~most ofrecent ~~its research~~quarter. ~~For~~As of the ~~nine~~date ~~month~~of ~~period~~October ~~ended March~~ 31, 2013, ~~$104,041~~ inMolecular ~~consulting~~USA ~~and~~has ~~analysis expenses were incurred as compared to $69~~111,~~259 during the nine month period ended March 31~~553,740 ~~2012.~~common Weshares ~~have~~issued ~~incurred a total of $1,394,182 in consulting~~ and ~~analyst fees since our inception on July 14, 2004 to March 31, 2013~~outstanding.

Advertising and Promotion Fees : Molecular USA has spent no money in this area this year. During the nine month period ended March 31, 2013, we spent $Nil on advertising and public relations and $Nil for nine month period ended March 31, 2012. A total of $23,739 has been incurred in this area during the period from inception on July 14, 2004 to March 31, 2013. 25

~~Professional~~Expenses Fees : Molecular USA incurred $26,772 in professional fees for the nine month period ended on March 31, 2013, as compared to $26,712 for the nine month period ended March 31, 2012. From inception to March 31, 2013, we have incurred a total of $386,355 professional fees mainly spent on legal and accounting matters.

~~Travel~~SUMMARY ~~Costs~~– :Total ~~Molecular~~expenses ~~USA~~were ~~incurred~~ $~~359~~40,773 ~~in travel costs~~ for the ~~nine~~three month period ended ~~March~~September 3130, 2013,. Expenses had increased during this past three month period as compared to ~~$Nil for~~ the ~~nine~~three month period ended ~~March 31~~September 30, 2012 – ~~and~~$52,096. A total of $~~111~~2,~~693~~386,869 in expenses has been incurred inby Molecular ~~the~~USA ~~period~~since ~~from~~ inception on July 14, 2004 through to ~~March~~September 3130, 2013. 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.

~~Salaries~~ ~~and~~Office ~~Benefit~~Expenses ~~Costs~~ and Rent: ~~Molecular~~$10,120 ~~USA~~in office ~~and~~expenses ~~its~~(for ~~subsidiary~~administrative ~~rely~~costs) ~~primarily~~were onincurred ~~outside~~for ~~consultants~~the ~~and~~three month ~~not~~period ~~salaried~~ended ~~employees.~~September As30, ~~a result~~2013, ~~Molecular~~as ~~USA~~compared ~~incurred~~to $~~Nil in~~8,994 ~~salaries and benefits~~ for the ~~nine~~three month period ended ~~March~~September 3130, ~~2013~~2012, ~~and~~while ~~$Nil~~a intotal ~~salaries~~of ~~and~~$256,981 was ~~benefits~~incurred ~~during~~in the ~~nine month~~ period ~~ended~~from ~~March,~~inception ~~2012. For~~on ~~the period~~ July 14, 2004 ~~(inception)~~to ~~through~~September ~~March 31~~30, 2013,. ~~Molecular~~All ~~USA~~contributed ~~has~~expenses are reported as ~~spent~~ contributed acosts ~~total~~with ofa ~~$44,464~~corresponding oncredit ~~salaries~~to ~~and~~additional ~~benefits.~~paid-in capital.
~~Molecular~~ ~~USA~~Consulting ~~continues~~and toAnalysis Costs: ~~carefully~~Molecular ~~control~~USA ~~its~~relies ~~expenses~~on consultants and ~~overall~~other ~~costs~~third asparties itto conduct ~~moves forward with~~ the ~~development~~majority of its ~~new business plan~~research. ~~Molecular USA~~For ~~does~~the ~~not~~three ~~have~~month ~~any~~period ~~employees~~ended ~~and~~September 30, ~~engages~~2013, ~~personnel~~$15,285 ~~through~~in ~~outside~~ consulting ~~contracts~~and oranalysis ~~agreements~~expenses orwere ~~other~~incurred ~~such arrangements.~~as ~~Income~~ compared ~~Tax Provision : We have losses carried forward for income tax purpose~~ to ~~March 31~~$33,480 ~~2013.~~during ~~There are no current or deferred tax expenses for~~ the ~~nine~~three month period ended ~~March~~ 31September 30, ~~2013, due to our loss position~~2012. We have ~~fully~~incurred ~~reserved~~a ~~for~~total ~~any benefits~~ of ~~these losses. The deferred tax consequences of temporary differences~~$1,439,649 in ~~reporting~~consulting ~~items~~and ~~for~~analyst ~~financial~~fees ~~statement~~since ~~and~~our ~~income~~inception ~~tax~~on ~~purposes~~July ~~are~~14, ~~recognized~~2004 asto ~~appropriate.~~September 30, 2013.
25 Advertising and Promotion Fees: Molecular USA has spent no money in this area this year. During the three month period ended September 30, 2013, we spent $Nil on advertising and public relations and $Nil for three month period ended September 30, 2012. A total of $23,739 has been incurred in this area during the period from inception on July 14, 2004 to September 30, 2013.
~~Liquidity~~ ~~and~~Professional ~~Capital~~Fees: ~~Resources~~Molecular USA incurred $13,697 in professional fees for the three month period ended on September 30, 2013, as compared to $9,177 for the three month period ended September 30, 2012. From inception on July 14, 2004 to September 30, 2013, we have incurred a total of $419,234 professional fees mainly spent on legal and accounting matters.
~~During~~ ~~the~~Travel ~~nine~~Costs: ~~month period ended March 31, 2013,~~ Molecular USA incurred ~~satisfied~~$Nil ~~its~~in ~~working~~travel ~~capital~~costs ~~needs~~for bythe ~~borrowing~~three ~~cash~~month ~~from~~period ~~its~~ended ~~parent company PharmaNet.~~September ~~As March 31~~ 30, 2013, ~~the~~as ~~Company~~compared ~~had~~to ~~cash~~$359 ~~and~~for ~~cash equivalents on hand in~~ the ~~amount~~three ofmonth ~~$13,124~~period ~~($2,572~~ended ~~- June 30, 2012) and current payable and accrued~~September ~~liabilities of $7,000 ($19,252 - June~~ 30, 2012). ~~As March 31, 2013, Molecular USA currently owes its parent company PharmaNet, $2,262,319, an additional $21,255 to other related parties,~~ and $7111,~~000~~710 tohas ~~non-related parties. Given the proposed business activities of Molecular USA and its subsidiary, management~~been ~~does~~ incurred ~~not~~in ~~expect that~~ the ~~current~~period ~~level~~from ofinception ~~cash~~ on ~~hand~~July 14, ~~will~~2004 ~~be sufficient~~ to ~~fund~~September ~~its~~30, ~~operation for the next twelve month period~~2013.
To ~~achieve~~Salaries ~~our~~and ~~goals~~Benefit Costs: Molecular USA and ~~objectives~~its subsidiary rely primarily on outside consultants and not salaried employees. As a result, Molecular USA incurred $Nil in salaries and benefits for the ~~next~~three 12month ~~months~~period ended September 30, we2013 ~~plan~~and to$Nil ~~raise~~in ~~additional~~salaries ~~capital~~and ~~through~~benefits ~~private~~during ~~placements~~the ofthree ~~our~~month ~~equity~~period ended ~~securities~~September ~~and~~30, 2012. For the period July 14, 2004 (inception) through September 30, 2013, Molecular USA ~~future~~ has ~~financing~~spent ~~from~~a ~~our~~total ~~majority~~of ~~shareholder~~$44,464 ~~PharmaNet~~on salaries and benefits.

WeMolecular ~~plan~~USA continues to ~~use~~carefully ~~any~~control its ~~additional~~expenses ~~funds~~and ~~that~~overall wecosts ~~might~~as beit ~~successful~~moves inforward ~~raising~~with ~~for~~the development, asof ~~well~~its new asbusiness ~~for~~plan. ~~strategic~~Molecular ~~acquisition~~USA ofdoes ~~existing~~not ~~businesses~~have any employees and engages ~~that~~personnel ~~complement~~through ~~our~~outside ~~market~~consulting ~~niche,~~contracts ~~and~~or ~~general~~agreements ~~working~~or ~~capital~~other ~~purposes~~such arrangements.

IfIncome weTax ~~are~~Provision: ~~unsuccessful~~We inhave ~~obtaining~~losses ~~new~~carried ~~capital,~~forward ~~our~~for ~~ability~~income tax purpose to ~~seek~~September ~~and~~30, 2013. There ~~consummate~~are ~~strategic~~no ~~acquisitions~~current toor deferred ~~build~~tax ~~our~~expenses ~~company~~for ~~internationally~~the ~~and~~three month period ended September 30, 2013, due to our loss position. We have fully ~~expand~~reserved for any benefits of ~~our~~these ~~business~~losses. The ~~development~~deferred tax consequences of temporary differences in reporting items for financial statement and ~~marketing~~income ~~programs~~tax ~~could~~purposes beare ~~adversely~~recognized ~~affected.~~as appropriate.

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

During the three month period ended September 30, 2013, Molecular USA satisfied its working capital needs by borrowing cash from its parent company PharmaNet. As of ~~March~~September 3130, 2013, the Company had cash and cash equivalents on hand in the amount of $7,150 ($7,046 – June 30, 2013) and current payable and accrued liabilities of $34,400 ($21,628 – June 30, 2013). As of September 30, 2013, Molecular USA ~~did~~currently ~~not~~owes ~~have~~its ~~any~~parent ~~off-balance~~company ~~sheet~~PharmaNet, ~~arrangements~~$2,070,562, an additional $41,667 to other related parties, and $34,400 to non-related parties. 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.

~~Research~~To achieve our goals and ~~Development~~objectives for the next 12 months, we plan to raise additional capital through private placements of our equity securities and future financing from our majority shareholder PharmaNet.

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

~~Refine~~We ~~and~~plan ~~prove-up~~to ~~its~~use ~~proprietary~~any ~~active~~additional ~~ingredients~~funds ~~and~~that towe ~~commence~~might be ~~the~~successful ~~processes~~in ~~that~~raising ~~will~~for ~~lead~~development, toas ~~the~~well ~~issue~~as for strategic acquisition of aexisting ~~Master~~businesses ~~Drug~~that ~~File~~complement ~~registration~~our ~~of its~~market ~~products;~~niche, 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 inour ~~vitro,~~company ~~animal~~internationally and to expand of our business development and ~~human~~marketing ~~studies;~~programs could be adversely affected.

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

~~Gain~~As ~~European~~of ~~regulatory~~September 30, ~~approval;~~2013, ~~and~~Molecular USA did not have any off-balance sheet arrangements.

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

~~MPLA~~Since ~~is in~~ the ~~business~~acquisition of ~~developing~~MPLA, ~~and~~Molecular ~~commercializing~~USA ahas ~~new analgesic and anti-inflammatory molecule known as Tripeptofen. Tripeptofen is likely to~~maintained ~~appear~~MPLA’s inresearch ~~a new group of products suitable for the treatment of common every-day pain. As an analgesic~~ and ~~anti-inflammatory~~development ~~drug,~~program ~~Tripeptofen is unusual due~~ to ~~its rapid speed of action and its topical or rub-on application.~~ :

OnRefine ~~April 19, 2006, Molecular USA announced the filing of a new patent, Tissue Disruption Treatment~~ and ~~Composition~~prove-up ~~for~~its ~~Use (US Patent number 11218382). The patent describes a~~ proprietary ~~process for the manufacture of topical biological secondary injury mediators (B-SIMs) that should have local, rather than~~active ~~systemic,~~ ingredients ~~effects~~ and ~~may be significantly less expensive~~ to ~~manufacture~~commence ~~than conventional B-SIMs. MPLA is developing its B-SIMs to stop~~ the ~~tissue disruption~~processes that ~~occurs~~will ~~after~~lead ~~injury~~to ~~by suppressing~~ the ~~body's~~issue ~~reactions, such as inflammation and damage/death~~ of ~~otherwise uninjured cells that are~~a ~~triggered~~ Master inDrug ~~response~~File toregistration ~~primary~~of ~~injury.~~ its products;
~~The~~Define ~~first conditions targeted by MPLA will be~~ the ~~musculoskeletal~~mode ~~injuries. The use~~ of aaction ~~B-SIM~~and inpotential ~~these markets represents a new approach to one~~ of ~~the~~ ~~world's~~ Tripeptofen ~~largest~~in ~~over~~both ~~the~~in ~~counter drug markets and includes indications such as joint inflammation~~vitro, ~~musculoskeletal~~animal ~~pain, overuse~~ and ~~strain~~human injuries, burns and even 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 Ltdstudies;
Gain Australian regulatory and marketing 26 approval;
~~however,~~Gain ~~Molecular~~European ~~USA~~regulatory ~~holds~~approval; ~~the worldwide exclusive license to manufacture, commercialize, market~~ and ~~distribute topical anti-inflammatory and analgesic products based on the proprietary MPL-TL compound.~~
~~Molecular~~Commence ~~USA~~application isfor ~~still~~American ~~working on the projections regarding the necessary expenditure and time frame involved in pursuing this research and development~~regulatory ~~program~~ approval. ~~Any such program will also be subject to Molecular USA raising the necessary funds to advance such a program.~~

MPLA is in the business of developing and ~~Capital~~commercializing ~~Expenditure~~a ~~Commitments~~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, Tripeptofen is unusual due to its rapid speed of action and its topical or rub-on application.

On April 19, 2006, Molecular USA announced ~~Capital~~the ~~expenditures~~filing of a new patent, Tissue Disruption Treatment and Composition for Use (US Patent number 11218382). The patent describes a proprietary process for the manufacture ~~nine~~of ~~month~~topical ~~period~~biological ~~ended~~secondary ~~March~~injury 31mediators (B-SIMs) that should have local, ~~2013~~rather than systemic, ~~amounted~~effects and may be significantly less expensive to ~~$Nil~~manufacture than conventional B-SIMs. ~~Molecular~~MPLA ~~USA~~is ~~does~~developing ~~not~~its B-SIMs ~~anticipate~~to ~~any~~stop ~~significant~~the ~~purchase~~tissue ordisruption ~~sale~~that occurs after injury by suppressing the body’s reactions, such as inflammation and damage/death of ~~equipment~~otherwise uninjured ~~over~~cells ~~the~~that ~~next~~are 12triggered ~~months~~in response to primary injury.

The first conditions targeted by MPLA will be the ~~Recent~~musculoskeletal ~~Accounting~~injuries. The ~~Pronouncements~~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 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; 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.

InMolecular ~~March~~USA ~~2013,~~is ~~Financial~~still ~~Accounting~~working ~~Standards~~on ~~Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-05, "Foreign Currency Matters". The amendments in this update resolve~~ the ~~diversity in practice about whether Subtopic 810-10, "Consolidation - Overall", or Subtopic 830-30, "Foreign Currency~~projections ~~Matters~~regarding ~~- Translation of Financial Statements", applies to~~ the ~~release~~necessary ofexpenditure ~~the~~and ~~cumulative~~time ~~translation~~frame ~~adjustment~~involved ~~into net income when a parent either sells a part or all of its investment~~ in apursuing ~~foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a~~this ~~nonprofit~~research ~~activity or a business (other than a sale of in substance real estate or conveyance of oil~~ and ~~gas~~development ~~mineral rights) within a foreign entity~~program. In ~~addition,~~Any ~~the~~such ~~amendments~~program inwill ~~this update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes~~ also ~~referred~~ ~~to as step acquisitions) involving a foreign entity. ASU No. 2013-05 will~~ be ~~effective~~subject ~~for~~to ~~fiscal~~Molecular ~~years,~~USA ~~and~~raising ~~interim periods within those years,~~the ~~beginning~~necessary ~~after~~funds ~~15 December 2013, with early adoption permitted, and should be applied retrospectively~~ to ~~all~~advance ~~prior~~such ~~periods presented. The Company does not expect the adoption of this update will have~~ a ~~material effect on its consolidated financial statements~~program.

InCapital ~~February 2013, FASB issued ASU No. 2013-04, "Liabilities". This update requires an entity to measure obligations resulting from joint and several~~Expenditure liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of: (1) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU No. 2013-04 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2013, with early adoption permitted. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements. Commitments

InCapital ~~February~~expenditures ~~2013, FASB issued ASU No. 2013-02, "Comprehensive Income". The amendments in this update do not change the current requirements~~ for ~~reporting net income or other comprehensive income in~~ the ~~financial~~three ~~statements.~~month ~~However, an entity is required to provide information about the amounts reclassified~~period ~~out~~ended ofSeptember ~~accumulated other comprehensive income by component and to present~~30, ~~either on the face of the statement where net income is presented or in the notes~~2013, ~~significant~~amounted ~~amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP~~ to ~~be reclassified to net income in its entirety in the same reporting period~~$Nil. ~~For~~Molecular ~~other~~USA ~~amounts~~does ~~that are~~ not ~~required~~anticipate ~~under~~any ~~GAAP~~significant topurchase be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. ASU No. 2013-02 will be effective prospectively for reporting periods beginning on or ~~after~~sale 15of ~~December 2012,~~equipment ~~with~~over ~~early adoption permitted. The Company does not expect~~ the ~~adoption~~next of12 ~~this update will have a material effect on its consolidated financial statements~~months.

InRecent ~~January~~Accounting 2013, FASB issued ASU No. 2013-01, "Balance Sheet". The amendments in this update clarify that the scope of ASU 2011-11, "Disclosures about Offsetting Assets and Liabilities," applies to derivatives accounted for in accordance with Topic 815, "Derivatives and Hedging," including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. ASU No. 2013-01 will be effective for fiscal years beginning on or after 1 January 2013 and interim periods within those annual periods, and to be applied Pronouncements

Certain new standards, interpretations, amendments 27and improvements to existing standards were issued by FASB. The new standards, amendments to standards and interpretations that have been issued and that are applicable to the Company but not effective during the three month period ended 30 September 2013 are as follows:

~~retrospectively for all comparative periods presented. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements.~~ 27

In July ~~2012~~2013, the FASB issued ASU ~~No. 2012~~2013-0211, "~~Intangibles~~Income -Taxes ~~Goodwill~~(Topic ~~and~~740): ~~Other~~Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist". ~~This~~These ~~update~~amendments ~~presents~~require that an unrecognized ~~entity~~tax ~~with~~benefit, ~~the~~or ~~option~~a toportion ~~first~~of ~~assess~~an ~~qualitative~~unrecognized tax benefit, should ~~factors~~be presented in the financial statements as a reduction to ~~determine~~a ~~whether~~deferred ittax isasset for ~~more~~a ~~likely~~net ~~than~~operating ~~not~~loss ~~that~~carryforward, ana ~~indefinite-lived~~similar ~~intangible~~tax ~~asset~~loss, isor ~~impaired~~a tax credit carryforward except as follows. To the extent a ~~basis~~net ~~for~~operating ~~determining~~loss carryforward, ~~whether~~a itsimilar tax loss, or a tax credit carryforward is not available ~~necessary~~at tothe ~~perform~~reporting date under the ~~quantitative~~tax ~~impairment~~law ~~test~~of inthe ~~accordance~~applicable ~~with~~jurisdiction ~~Subtopic~~to settle ~~350-30,~~any ~~"Intangibles~~additional -income ~~Goodwill~~taxes ~~and~~that ~~Other~~would -result ~~General~~from ~~Intangibles~~a ~~Other~~disallowance of a ~~than~~tax ~~Goodwill".~~position ~~The~~or ~~more-likely-than-~~the tax law of the applicable jurisdiction does not ~~threshold~~require isthe entity ~~defined~~to asuse, ~~having~~and athe ~~likelihood~~entity ofdoes ~~more~~not ~~than~~intend ~~fifty~~to ~~percent.~~use, ~~ASU~~the ~~No.~~deferred ~~2012-02~~tax ~~will~~asset for such purpose, the unrecognized tax benefit should be ~~effective~~presented ~~for~~in the ~~annual~~financial statements as a liability and ~~impairment~~should ~~tests~~not ~~performed~~be combined with deferred tax assets. These amendments are effective for fiscal years, ~~beginning~~and ~~after~~interim periods 15within ~~September~~those ~~2012~~years, ~~with~~beginning ~~early~~after ~~adoption~~15 ~~permitted~~December 2013. The ~~Company~~amendments should ~~does~~be ~~not~~applied ~~expect~~prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application and early adoption is permitted. The adoption ofis ~~this~~not ~~update~~expected ~~will~~to have a material ~~effect~~impact on ~~its~~the Company’s consolidated financial statements.

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

~~Our~~Effective ~~quarterly~~1 ~~interim~~July ~~consolidated~~2013, ~~financial~~the ~~statements~~Company ~~and~~adopted ~~accompanying~~ASU ~~notes~~2013-05, ~~are~~"Foreign ~~prepared~~Currency inMatters ~~accordance~~(Topic ~~with~~830) ~~generally~~– ~~accepted~~Parent’s ~~accounting principles~~Accounting ~~used~~for in the ~~United~~Cumulative ~~States.~~Translation ~~Preparing~~Adjustment ~~financial~~upon ~~statements~~Derecognition ~~requires~~of ~~management~~Certain Subsidiaries toor ~~make~~Group ~~estimates~~of ~~and~~Assets ~~assumptions~~within ~~that~~a ~~affect~~Foreign ~~the~~Entity ~~reported~~or ~~amounts~~ of ~~assets, liabilities,~~an ~~revenue,~~Investment ~~and~~in a ~~expenses~~Foreign Entity". These ~~estimates~~amendments ~~and~~provide ~~assumptions~~guidance ~~are~~on releasing ~~affected~~cumulative bytranslation ~~management's~~adjustments ~~application~~when ofa ~~accounting~~reporting ~~policies.~~entity We(parent) ceases ~~believe~~to have a controlling financial interest in a subsidiary or a group of assets that is a non-profit activity or a business within a foreign entity. In ~~understanding~~addition, these amendments provide guidance on the ~~basis~~release ~~and~~of ~~nature~~cumulative translation adjustments in partial sales of ~~the~~equity ~~estimates~~method investments and ~~assumptions~~in step ~~involved~~acquisitions. ~~with~~The ~~the~~adoption ~~following~~of ~~aspects~~these ofamendments ~~our~~did ~~interim~~not ~~consolidated~~have ~~financial~~an ~~statements~~impact ison ~~critical~~the toCompany’s aninterim ~~understanding~~consolidated offinancial ~~our financials~~statements.

~~Stock~~Effective 1 July 2013, the Company adopted ASU 2013-~~based~~04, ~~compensation~~"Liabilities (Topic 405) – Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date". These amendments provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The adoption of these amendments did not have an impact on the Company’s interim consolidated financial statements.

Effective ~~January~~ 1, ~~2006~~July 2013, the Company adopted ~~the~~ASU ~~provisions of ASC 718~~2013-02, "~~Compensation~~Comprehensive -Income ~~Stock~~(Topic ~~Compensation",~~220) ~~which~~– ~~establishes~~Reporting ~~accounting~~of Amounts ~~for~~Reclassified ~~equity~~out ~~instruments~~of ~~exchanged~~Accumulated ~~for~~Other ~~employee~~Comprehensive ~~services~~Income". The ~~Under~~amendments ~~the~~require ~~provisions~~an ofentity ~~ASC~~to provide ~~718,~~information ~~stock-based~~about ~~compensation~~the ~~cost~~amounts isreclassified ~~measured~~out atof ~~the~~accumulated ~~grant date,~~other ~~based~~comprehensive onincome ~~the~~by ~~calculated~~component. ~~fair~~In ~~value~~addition, ofan ~~the~~entity ~~award,~~is ~~and~~required isto present, ~~recognized~~either ason anthe ~~expense~~face ~~over~~of the ~~employees'~~statement ~~requisite~~where ~~service~~net ~~period~~income ~~(generally~~is ~~the~~presented ~~vesting~~or ~~period~~in of the ~~equity~~notes, ~~grant).~~significant ~~The~~amounts ~~Company~~reclassified ~~adopted~~out ~~ASC~~of ~~718~~accumulated ~~using~~other comprehensive income by the ~~modified~~respective ~~prospective~~line ~~method,~~items ~~which~~of ~~requires~~net ~~the~~income ~~Company~~but toonly ~~record~~if ~~compensation~~the ~~expense~~amount ~~over~~reclassified ~~the~~is ~~vesting~~required ~~period~~under ~~for~~U.S. ~~all~~GAAP ~~awards~~to ~~granted~~be ~~after~~reclassified ~~the~~to ~~date~~net income ofin ~~adoption,~~its ~~and~~entirety ~~for~~in the ~~unvested~~same ~~portion~~reporting ofperiod. ~~previously~~For ~~granted~~other ~~awards~~amounts that are ~~remain~~not ~~outstanding~~required atunder ~~the~~U.S. ~~date~~GAAP ofto ~~adoption.~~be ~~Accordingly,~~reclassified ~~the~~in ~~financial~~their ~~statements~~entirety ~~for~~to ~~the~~net income, ~~periods~~an ~~prior~~entity tois ~~January~~required 1,to ~~2006~~cross ~~have~~reference ~~not~~to ~~been~~other ~~restated~~disclosures torequired ~~reflect~~under ~~the~~U.S. ~~fair~~GAAP ~~value~~that ~~method~~provide ofadditional ~~expensing~~details ~~share-based~~about ~~compensation~~those amounts. The adoption of ~~ASC~~these ~~718~~amendments ~~does~~did not ~~change~~have ~~the~~an ~~way~~impact on the Company ~~accounts for~~’s ~~share-based~~interim ~~payments~~consolidated tofinancial ~~non-employees, with guidance provided by ASC 505-50, "Equity-Based Payments to Non-Employees"~~statements.

~~Item~~Critical 3.Accounting ~~Quantitative~~Policies and ~~Qualitative Disclosures about Market Risk.~~ Estimates

~~Interest~~Our ~~Rate~~quarterly ~~Risk~~interim consolidated financial statements 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.

Due to the 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. 28

Stock-based ~~Foreign Currency Risk~~ compensation

~~Our~~Effective ~~head~~January ~~office~~1, ~~and~~2006, ~~lab~~the ~~operations~~Company ~~are~~adopted the ~~based~~provisions inof ~~Australia.~~ASC ~~Accordingly~~718, we"Compensation – ~~have~~Stock ~~been~~Compensation", ~~subject~~which toestablishes ~~exposure~~accounting ~~from~~for equity ~~adverse~~instruments ~~movements~~exchanged infor ~~foreign~~employee ~~currency~~services. Under the provisions of ASC ~~exchange~~718, ~~rates.~~stock-based Tocompensation cost is measured at the grant date, based on the calculated ~~effect~~fair value of ~~changes~~the inaward, ~~foreign~~and ~~currency~~is ~~exchange~~recognized ~~rates~~as onan ~~revenue~~expense ~~and~~over ~~operating~~the employees’ ~~expenses~~requisite ~~has~~service ~~not~~period ~~been~~(generally ~~material~~the asvesting weperiod ~~have~~of ~~had~~the equity nogrant). The Company adopted ASC 718 using the modified prospective ~~revenue~~method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and ~~limited~~for ~~operations.~~the unvested ~~Operating~~portion ~~expenses~~of ~~incurred~~previously bygranted ~~our~~awards ~~foreign~~that ~~subsidiaries~~remain ~~were~~outstanding ~~denominated~~at inthe date ~~local~~of ~~currencies~~adoption. Accordingly, Wethe financial statements for the periods prior to January 1, 2006 have not ~~used financial~~been ~~instruments~~restated to ~~hedge~~reflect ~~these~~the ~~operating~~fair ~~expenses~~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".

28 Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Due to ~~(a)~~the ~~Evaluation~~short-term nature of ~~disclosure~~our ~~controls~~interest bearing 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~~head ~~carried~~office ~~out~~and anlab ~~evaluation~~operations ~~(with~~are ~~the~~based ~~participation~~in ofAustralia. ~~our~~Accordingly, ~~Chief~~we ~~Executive~~have been ~~Officer~~subject ~~("CEO")~~to ~~and~~exposure ~~Chief~~from ~~Financial~~adverse ~~Officer~~movements ~~(" CFO")~~in ),foreign ofcurrency ~~the~~exchange rates. ~~effectiveness~~To ofdate, the ~~design~~effect ~~and~~of ~~operation~~changes ofin ~~our~~foreign ~~disclosure~~currency ~~controls~~exchange ~~and~~rates ~~procedures~~on revenue ~~pursuant~~and tooperating ~~Rules~~expenses ~~13a-15(e)~~has ~~and 15d-15(e)~~not ~~under~~been ~~the~~material ~~Securities~~as ~~Exchange~~we ~~Act~~have ofhad ~~1934~~no ~~("Exchange~~revenue and ~~Act")~~limited operations. ~~Based~~Operating ~~upon~~expenses ~~that~~incurred ~~evaluation,~~by ~~the~~our ~~Company's~~foreign ~~CEO and~~subsidiaries ~~CFO~~were ~~have~~denominated ~~concluded~~in ~~that~~local ~~the~~currencies. ~~Company's~~We ~~disclosure~~have ~~controls~~not ~~and~~used ~~procedures~~financial ~~were~~instruments ~~effective~~to hedge asthese ofoperating ~~March 31, 2013~~expenses.

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

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

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

~~pertain~~Management tocarried out an evaluation (with the ~~maintenance~~participation of ~~records~~our ~~that~~Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") ), inof ~~reasonable~~the ~~detail~~effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, ~~accurately~~the Company’s CEO and ~~fairly~~CFO ~~reflect~~have concluded that the ~~transactions~~Company's disclosure controls and ~~dispositions~~procedures ofwere ~~our~~effective ~~assets;~~as of September 30, 2013.

~~provide~~(b) Internal ~~reasonable~~control ~~assurance~~over ~~that transactions are recorded as necessary to permit preparation of~~ financial ~~statements~~reporting ~~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~~

~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a~~Management's ~~material~~annual ~~effect~~report on ~~the~~internal ~~financial~~control ~~statements.~~over financial reporting

Management ~~Because~~is ofresponsible ~~its~~for ~~inherent~~establishing ~~limitations,~~and maintaining adequate internal control over financial reporting ~~may~~as ~~not~~defined ~~prevent~~in orRules ~~detect~~13a-15(f) ~~misstatements.~~and ~~Also,~~15d-15(f) ~~projections~~under ofthe Exchange ~~any~~Act. ~~evaluation of~~Our ~~effectiveness~~internal tocontrol ~~future~~over ~~periods~~financial ~~are~~reporting ~~subject~~is intended to provide ~~the~~reasonable ~~risk~~assurance ~~that~~regarding ~~controls~~the ~~may~~reliability ~~become~~of ~~inadequate~~financial ~~because~~reporting and the preparation of ~~changes~~financial statements for external purposes in ~~conditions,~~accordance with orU.S. ~~that~~GAAP. ~~the~~Our ~~degree~~internal ~~of compliance~~control ~~with~~over ~~the~~financial reporting should include those policies orand procedures ~~may deteriorate.~~ that:

As required by Rule 13a-15(c) promulgated under the Exchange Act, management, with the participation of our CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2013. 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 March 31, 2013. 29

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

~~This~~· provide ~~quarterly~~reasonable ~~report~~assurance ~~does~~that transactions ~~not~~are ~~include~~recorded anas ~~attestation~~necessary ~~report~~to ofpermit ~~the~~preparation ~~Company's~~of ~~registered~~financial ~~public~~statements in ~~accounting~~accordance ~~firm~~with ~~regarding~~applicable ~~internal control over financial reporting~~U.S. GAAP, ~~Management's~~and ~~report~~that ~~was~~receipts ~~not~~and ~~subject~~expenditures toare ~~attestation~~being bymade ~~the~~only ~~Company's~~in ~~registered~~accordance ~~public~~with authorizations ~~accounting firm pursuant to temporary rules~~ of ~~the~~Management ~~SEC that~~and ~~permit~~ the ~~Company~~Board toof ~~provide~~Directors; ~~only management's report in this quarterly report.~~ and

29· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Changes~~Because inof ~~internal~~its inherent limitations, internal control over 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.

~~Based~~As onrequired ~~the~~by ~~evaluation~~Rule as13a-15(c) ofpromulgated under ~~March~~the 31Exchange Act, ~~2013~~Management, ~~Jeffery~~with ~~Edwards,~~the ~~our~~participation ~~President,~~of our CEO, and CFO, evaluated ~~has~~the ~~concluded~~effectiveness ~~that~~of ~~there~~our ~~were~~internal nocontrol ~~significant~~over ~~changes~~financial inreporting ~~our~~as ~~internal~~of ~~controls~~September ~~over~~30, ~~financial~~2013. ~~reporting~~Management's orassessment intook ~~any~~into ~~other~~consideration ~~areas~~the ~~that~~size and ~~could~~complexity ~~significantly~~of ~~affect~~the ~~our~~company ~~internal~~and ~~controls~~was ~~subsequent~~based toon criteria set forth by the Committee ~~date~~of Sponsoring Organizations of ~~his~~the ~~most~~Treadway Commission in Internal Control ~~recent~~over ~~evaluation~~Financial Reporting - Guidance for Smaller Public Companies. In performing the assessment, ~~including~~Management ~~corrective~~has ~~actions~~concluded ~~with~~that ~~regard~~our tointernal ~~significant~~control ~~deficiencies~~over financial ~~and~~reporting ~~material~~was ~~weaknesses~~effective as of September 30, 2013.

30Attestation report of the registered public accounting firm

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

~~Item~~ Changes 1.in ~~Legal~~internal ~~Proceedings.~~control over financial reporting

WeBased ~~know~~on ofthe noevaluation ~~material,~~as ~~active~~of orSeptember ~~pending~~30, 2013, ~~legal~~Jeffrey ~~proceedings~~Edwards, ~~against~~ our ~~company~~President, ~~nor~~CEO ~~are~~and weCFO ~~involved~~have asconcluded athat ~~plaintiff~~there were no significant changes in ~~any~~our ~~material~~internal ~~proceeding~~controls orover ~~pending~~financial reporting ~~litigation.~~or ~~There~~in ~~are~~any noother ~~proceedings~~areas inthat ~~which~~could ~~any~~significantly ofaffect our ~~directors,~~internal ~~officers~~controls subsequent orto ~~affiliates,~~the ordate ~~any~~of ~~registered~~his ormost ~~beneficial~~recent ~~shareholder~~evaluation, isincluding ~~an adverse~~corrective ~~party~~actions orwith ~~has~~regard ato ~~material~~significant ~~interest~~deficiencies ~~adverse~~and tomaterial ~~our interest~~weaknesses.

~~Item 1A. Risk Factors.~~30

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

Item 21. ~~Unregistered~~Legal ~~Sales of Equity Securities and Use of Proceeds~~Proceedings.

~~Recent~~We ~~Sale~~know of ~~Unregistered~~no ~~Securities~~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.

~~Not~~Item ~~Applicable~~1A. Risk Factors.

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

~~Not~~Item ~~Applicable~~2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Item~~ Recent 3.Sale ~~Defaults~~of ~~Upon Senior~~ Unregistered Securities.

Not Applicable.

~~Item~~ Use 4.of ~~Mine~~Proceeds ~~Safety~~from ~~Disclosures.~~Unregistered Securities

Not Applicable. Item 3. Defaults Upon Senior Securities.

Not Applicable. Item 54. ~~Other~~Mine ~~Information~~Safety Disclosures.

NoNot ~~items to disclose~~Applicable.

31 Item 5. Other Information.

~~Item~~No 6.items ~~Exhibits~~to disclose.

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

Item ~~SIGNATURES~~ 6. Exhibits.

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.

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.

~~May 8, 2013.~~ SIGNATURES

~~MOLECULAR~~ Pursuant ~~PHARMACOLOGY~~to ~~(USA)~~the ~~LIMITED~~requirements ~~BY:~~of ~~/s/~~the ~~Jeffrey~~Securities Exchange ~~Edwards~~Act ~~Jeffery~~of ~~Edwards~~1934, ~~President,~~the ~~Chief~~registrant ~~Executive~~has ~~Officer,~~duly ~~Chief~~caused ~~Financial~~this ~~Officer~~report ~~and~~to abe ~~Member~~signed on ofits behalf by the ~~Board~~undersigned ofthereunto ~~Directors~~duly authorized.

32 October 31, 2013.

	MOLECULAR PHARMACOLOGY (USA) LIMITED

	BY:	/s/ Jeffrey Edwards
		Jeffrey Edwards, President, Chief Executive Officer, Chief Financial Officer and a Member of the Board of Directors

Filing Compare · Molecular Pharmacology (USA) Ltd.