Business Context and Reporting Period
Company: Sunshine Biopharma, Inc. (formerly Mountain West Business Solutions, Inc.)
Filing Date: October 15, 2009
Event: Completion of acquisition of Sunshine Biopharma, Inc. (SBI) and change of business focus.
Reporting Period: Current report as of October 15, 2009.
Effective October 15, 2009, the Company acquired SBI, a Colorado corporation, in exchange for equity. Consequently, the Company changed its name to "Sunshine Biopharma, Inc." and shifted its business plan from its former operations to a pharmaceutical company focused on cancer treatment research and development. The former subsidiary, Mountain West Beverage, Inc., was spun off to shareholders via a 1-for-1 dividend.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. The Company states it intends to file audited financial statements for SBI (inception August 17, 2009, through September 30, 2009) and pro forma statements within seventy days.
Capital Structure Changes:
- Common Stock Issued: 21,962,000 shares issued to acquire SBI.
- Preferred Stock Issued: 850,000 shares of Convertible Preferred Stock issued, each convertible into 20 shares of Common Stock.
- Spin-off: One share of Mountain West Beverage, Inc. common stock issued for every share of Sunshine Biopharma held as of October 14, 2009.
Material Changes Versus Prior Period
- Business Model: Transitioned from a business solutions/beverage entity to a biopharmaceutical company focused on anti-cancer drugs.
- Management: Complete turnover of officers and directors. Former management resigned; new management appointed from the acquired entity and its licensor.
- Operations: Principal executive offices moved from Littleton, CO, to Montreal, Quebec, Canada.
- Assets: Acquired exclusive US license for "Difluoro-Etoposide" technology from Advanomics Corporation.
Guidance, Outlook, and Risks
Outlook and Strategy:
- Lead Compound: Difluoro-Etoposide (Adva-27a), a Carbon-Difluoride derivative of Etoposide.
- Clinical Trials: Expected to enter Phase I clinical trials in Canada in 2010 (targeting small-cell lung cancer and multi-drug-resistant breast cancer).
- Regulatory Path: Anticipates filing for limited marketing approval in Canada and the US following successful Phase I trials (expected late 2010).
- Financing: R&D program and clinical trials are contingent upon securing financing. No assurances of obtaining necessary funds.
Risks and Contingencies:
- Capital Dependency: Operations and clinical trials depend entirely on future financing; no salaries are currently paid to executives.
- Regulatory Approval: No filings made with the FDA or Health Canada as of the report date; no assurances of approval.
- Competition: Competing with major pharmaceutical companies (e.g., Pfizer, Bristol-Myers Squibb) with significantly greater resources.
- Technology Risk: While in vitro studies showed enhanced activity, clinical efficacy is unproven.
Investor Verification Checklist
- Financing Status: Verify if the Company has secured the funding required to initiate Phase I clinical trials in 2010.
- Regulatory Filings: Confirm the status of IND (Investigational New Drug) or equivalent filings with Health Canada and the FDA.
- Financial Statements: Review the upcoming audited financial statements for SBI and pro forma consolidated statements to assess liquidity and capitalization.
- Intellectual Property: Verify the status of the international patent application (PCT/FR2007/000697) and the exclusivity of the US license.
- Management Dilution: Assess the impact of the 21,962,000 common shares and 850,000 convertible preferred shares issued on existing shareholder ownership.