PINX:BOCX Quarterly Report 10-Q/A Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _______ Commission File Number: 000-26947 BIOCUREX, INC. -------------------------------- (Exact Name of Registrant as Specified in its Charter) Texas 75-2742601 ------------------------------ ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7080 River Road, Suite 215 Richmond, British Columbia V6X 1X5 ------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (866) 884-8669 N/A ---------------------------------------------------------------- Former name, former address, and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Larger accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 190,383,351 shares outstanding as of May 10, 2012. <PAGE> BIOCUREX, INC. (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. dollars) March 31, 2012 INDEX Consolidated Balance Sheets F-1 Consolidated Statements of Operations F-2 Consolidated Statements of Cash Flows F-3 Notes to the Consolidated Financial Statements F-4 <PAGE> BIOCUREX, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS (Expressed in U.S. dollars) (Unaudited) March 31, December 31, ASSETS 2012 2011 $ $ Current Assets Cash 76,488 189,148 Prepaid expenses and other 38,977 19,371 ------------------------------------ Total Current Assets 115,465 208,519 Debt issue Costs (Note 4(a) and 6(b)) 24,534 28,084 Patents (Note 3) 414,911 438,540 Equipment (Note 2) 9,204 9,467 ------------------------------------ Total Assets 564,114 684,610 ------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable 69,093 86,027 Derivative liability (Note 12) 22,159 15,862 Accrued liabilities 363,633 361,281 Loans payable (Note 4(b) 33,851 33,884 Due to related parties (Note 5) 775,831 647,364 Convertible notes payable (Note 6(a)) to related party 33,885 33,885 Convertible debt (Note 6(b) and (c)) 604,276 477,640 Loans payable (Note 4(a)) 109,880 - ------------------------------------ 2,012,608 1,655,943 ------------------------------------ Loans payable (Note 4(a)) - 103,929 Convertible debt (Note 6(c)) - 78,500 ------------------------------------ 2,012,608 1,838,372 Commitments and Contingencies (Notes 1 and 13) Subsequent Event (Note 14) Stockholders' Equity (Deficit) Common stock Authorized: 450,000,000 shares, par value $0.001 Issued and outstanding:186,011,147 and 184,612,814 (December 31, 2011 - 180,423,597and 179,025,264), respectively 184,614 179,025 Additional paid-in capital 25,276,891 25,173,736 Accumulated deficit (114,175) (114,175) Deficit accumulated during the development stage (26,795,824) (26,392,348) ------------------------------------ Stockholders' Equity (Deficit) (1,448,494) (1,153,762) ------------------------------------ Total Liabilities and Stockholders' 564,114 684,610 Equity (Deficit) ------------------------------------ The accompanying notes are an integral part of these consolidated financial statements F-1 <PAGE> BIOCUREX, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Expressed in U.S. dollars) (Unaudited) <S> <C> <C> <C> Accumulated During the Development Stage Three Months Ended January 1, 2001 March 31, to March 31, 2012 2011 2012 $ $ $ Revenue 14,049 - 1,485,403 ------------------------------------------------ Operating Expenses Amortization of patents (Note 3) 27,435 26,512 463,824 General and administrative (Note 5(a) & 8) 167,944 172,908 9,622,954 Impairment of patents - - 67,620 Professional and consulting fees 53,811 159,668 6,125,031 Research and development (Note 5(a)) 117,371 190,210 5,642,813 ------------------------------------------------ Total Operating Expenses 366,561 549,298 21,922,242 ------------------------------------------------ Loss From Operations (352,512) (549,298) (20,436,839) ------------------------------------------------ Other Income (Expense) Accretion of discounts on debt (21,787) (18,044) (4,027,096) Amortization of debt issue costs (6,050) (5,984) (816,624) Gain (loss) on derivative liability (5,395) 54,996 121,255 Loss on extinguishments of convertible debt - - (374,909) Gain on sale of equity investment securities - - 147,991 Gain on settlement of accounts payable - - 102,937 Loss on sale of assets - - (5,679) Interest expense (17,732) (14,020) (1,890,539) Interest income - - 383,679 ------------------------------------------------ Total Other Income (Expense) (50,964) 16,948 (6,358,985) ------------------------------------------------ Net Loss and Comprehensive Loss (403,476) (532,350) (26,795,824) ------------------------------------------------ Net Loss Per Share - Basic and Diluted (0.00) (0.00) --------------------------- Weighted Average Shares Outstanding 181,165,000 168,645,000 --------------------------- The accompanying notes are an integral part of these consolidated financial statements F-2 <PAGE> BIOCUREX, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in U.S. dollars) (Unaudited) Accumulated During The Development Three Months Ended Stage March 31, January 1, 2001 2012 2011 to March 31, 2012 --------------------------------------- $ $ $ Operating Activities: Net loss for the period (403,476) (532,350) (26,795,824) Adjustments to reconcile net loss to net cash used in operating activities: Accretion of discounts on debt 21,787 18,044 4,032,470 Allowance for uncollectible notes receivable - - 98,129 Amortization of patents & equipment 27,435 26,512 464,876 Amortization of debt issue costs 6,050 5,984 816,624 Loss on extinguishments of debt - - 374,909 Loss on sale of assets 5,674 Gain on write off accounts payable - - (102,937) Gain on sale of investment securities - - (253,065) Loss from impairment of patents - - 67,620 Gain (loss) on derivative liability 6,297 (54,996) (120,352) Stock-based compensation 17,317 73,058 8,276,653 Changes in operating assets and liabilities: Notes and interest receivable - - (6,296) Prepaid expenses and other (19,606) 4,623 (3,282) Accounts payable & accrued liabilities 37,885 45,155 1,841,529 Due to related party 167,394 12,175 345,739 Deferred revenue - - (162,000) Subscriptions receivable - (100,683) --------------------------------------- Cash Used in Operating Activities (138,917) (401,795) (11,220,216) --------------------------------------- Investing Activities: Net Proceeds from notes receivable - - 1,171 Patent costs (3,543) (18,700) (741,624) Proceeds from sale of investment securities - - 451,123 Proceeds from sale / purchase of equipment, net - (16,195) --------------------------------------- Cash Used in Investing Activities (3,543) (18,700) (305,525) --------------------------------------- Financing Activities: Due to related parties - - 552,281 Proceeds from loans payable - - 607,549 Repurchase of shares - - (20,000) Repayment on loans payable - - (450,000) Proceeds from convertible debt 42,500 - 3,760,743 Repayment on convertible debt (10,200) - (2,429,991) Deferred financing costs - - (769,487) Debt issue costs (2,500) - (95,444) Proceeds from shares issued of common stock - - 9,962,872 Proceeds from the exercise of stock options and warrants - 2,288 1,150,204 Share issuance costs - - (909,049) --------------------------------------- Cash Provided by Financing Activities 29,800 2,288 11,359,678 --------------------------------------- Net Decrease in Cash (112,660) (418,207) (166,063) Cash - Beginning of Period 189,148 1,770,194 242,551 --------------------------------------- Cash - End of Period 76,488 1,351,987 76,488 --------------------------------------- Non-cash Investing and Financing Activities: Share issued to settle debt 52,500 70,000 1,337,177 Units issued as share issuance costs - - 939,771 Shares acquired for note receivable - - 20,000 Note payable converted into common shares - - 1,594,021 --------------------------------------- Supplemental Disclosures: Interest paid 15,380 13,602 775,978 Income taxes - - - --------------------------------------- The accompanying notes are an integral part of these consolidated financial statements F-3 <PAGE> BIOCUREX, INC. (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. dollars) FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (Unaudited) 1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS BioCurex, Inc. (the "Company") was incorporated on December 8, 1997, under the laws of the State of StateplaceTexas. During the first quarter of 2001, the Company ceased its business activities relating to the acquisition and sale of thoroughbred racehorses when a change of majority control occurred. On February 21, 2001, the Company acquired intellectual properties and patents relating to cancer diagnostics and therapeutics. The Company is now in the business of developing, producing, marketing and licensing products based on patented and proprietary technology in the area of cancer diagnostics. The Company is considered a development stage enterprise as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities. On October 31, 2008, the Company incorporated BioCurex country-regionChina Co., Ltd. ("Biocurex country-regionChina"), a wholly-owned subsidiary in country-regionplaceChina. On December 8, 2009, the Company incorporated OncoPet Diagnostics Inc., a wholly-owned subsidiary under the laws of the State of StateplaceColorado. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the country-regionplaceUnited States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company does not have sufficient cash nor does it have an established source of revenue to cover its ongoing costs of operations for the next twelve months. Management plans to obtain additional funds through the sale of its securities. However there is no assurance of additional funding being available. As at March 31, 2012, the Company has a working capital deficit of $1,897,143 and accumulated losses of $26,795,824 since the inception of the development stage. These factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the country-regionplaceUnited States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BioCurex country-regionplaceChina and OncoPet Diagnostics Inc. The Company's fiscal year-end is December 31. Interim Financial Statements The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the country-regionplaceUnited States for interim financial information and with the instructions for Securities and Exchange Commission ("SEC") Form 10-Q and they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2011, included in the Company's Annual Report on Form 10-K filed on March 29, 2012 with the SEC. In the opinion of the Company's management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company's consolidated financial position at March 31, 2012, and the consolidated results of operations and the consolidated statements of cash flows for the three months ended March 31, 2012 and 2011. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for future interim periods or for the entire fiscal year. F-4 <PAGE> 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the country-regionplaceUnited States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. The Company regularly evaluates estimates and assumptions related to valuation of patent costs, stock-based compensation, financial instrument valuations, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Registration Payment Arrangements The Company accounts for registration rights arrangements and related liquidated damages provisions under FASB ASC 815-40, Derivatives and Hedging - Contracts in Entity's own Entity, which addresses an issuer's accounting for registration payment arrangements. ASC 815-40 defines a registration payment arrangement as an arrangement where the issuer i) will endeavor to file a registration statement for the resale of financial instruments, have the registration statement declared effective, or maintain its effectiveness and ii) transfer consideration to the counterparty if the registration statement is not declared effective or its effectiveness is not maintained. ASC 815-40 requires the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, to be separately recognized and measured in accordance with ASC 450, Contingencies. Research and Development Costs Research and development costs are charged to operations as incurred. Foreign Currency Translation The Company's functional and reporting currency is the country-regionplaceUnited States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to country-regionplaceUnited States dollars in accordance with ASC 830, Foreign Currency Translation Matters using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars and Chinese Renminbi. Revenue Recognition The Company recognizes revenue in accordance with ASC 605 Revenue Recognition, Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured. The Company's revenue since the inception of the development stage consisted of license fees related to the licensing of its RECAF(TM) technology. F-5 <PAGE> 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Long-lived Assets In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, and ASC 505-50, Equity-Based Payments to Non-Employees using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. F-6 <PAGE> 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260 Earnings Per Share which requires presentation of basic earnings per share and diluted earnings per share. The computation of basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the period. The computation of diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. As of March 31, 2012, the Company had approximately 151,304,158 potentially dilutive securities, including options, warrants and equity instruments related to convertible notes payable and convertible debt, all of which were anti-dilutive since the Company incurred losses during these periods. Patents Patents are stated at cost and have a definite life. Once the Company receives patent approval, amortization is calculated using the straight-line method over the remaining life of the patents. Property and Equipment Property and equipment are recorded at cost less amortization, whereby in the year of acquisition only half a year of amortization is applied. Property and equipment consist of lab equipment acquired during the year of $10,519 less amortization of $1,315 (5 years straight-line), for an ending net book value of $9,204. Reclassifications Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. F-7 <PAGE> 3. PATENTS Patents relate to developing the method for diagnostic and treatment of cancer using a new cancer marker called "RECAF." The Company has filed patent applications in 23 countries with ongoing applications currently being prepared. As of March 31, 2012, the Company had received patent approval from five countries and the European patent office. Additions made after March 31, 2012 will have a remaining life of approximately three years. The Company intends to apply for extensions in the near future. A schedule of the patents is as follows: March 31, December 31, 2012 2011 $ $ Patents 869,722 866,178 Less: Accumulated amortization (454,811) (427,638) ---------------------------------------------------------------------------- Net Carrying Value 414,911 438,540 ---------------------------------------------------------------------------- Amortization expense totaled $27,172 and $26,512 for the three months ended March 31, 2012 and 2011, respectively. The estimated future amortization expense is as follows: $ 2012 81,515 2013 108,687 2014 224,709 -------------- 414,911 -------------- F-8 <PAGE> 4. LOANS PAYABLE a) On September 21, 2009, the Company completed a private placement in which it sold three promissory notes in the aggregate principal amount of $125,000 and 1,785,715 shares of its common stock for an aggregate purchase price of $125,000. The promissory notes bear interest at a rate of 10% per annum. Both interest and principal are payable on January 31, 2013. The aggregate purchase price for the units was allocated equally between the notes and shares contained in each Unit based on their relative fair value. The relative fair value assigned to the shares totaled $62,500. These amounts were recorded as a notes discount and will be amortized as interest expense over the term of the promissory notes. During the three months end of March 31, 2012, the Company paid interest in the amount of $3,116 (2011 - $3,082) and recorded $5,951 (2011 - $4,236) as the accretion expense related to these promissory notes. As at March 31, 2012, the carrying value of these notes was $109,880 (December 31, 2011 - $103,929). During the three months end of March 31, 2012, the Company expensed $759 (2011 - $751) of the debt issue costs related to promissory notes, and at March 31, 2012, the balance of debt issue costs was $2,544 (December 31, 2011- $3,303). b) As of March 31, 2012, the Company has received a net advance of 213,244 RMB (US $33,851) (December 31, 2011 - 213,244 RMB (US $33,884)) from BioCurex country-regionplaceChina's Agent. The advance is non-interest bearing, unsecured and due on demand. 5. RELATED PARTY TRANSACTIONS AND BALANCES ` March 31, December 31, 2012 2011 $ $ Due to Pacific BioSciences Research Centre Inc. and 687,239 595,548 Company's President (a) Due to Company's Chairman (b) 54,495 29,386 Due to a former officer (c) 4,930 4,930 Due to Company's Director (d) 29,167 17,500 ----------------------------------------------------------------------------- 775,831 647,364 ----------------------------------------------------------------------------- F-9 <PAGE> 5. RELATED PARTY TRANSACTIONS AND BALANCES (continued) a) The Company's research and development is performed by Pacific BioSciences Research Centre ("Pacific"). Pacific is 100% owned by the CEO of the Company. During the three months ended March 31, 2012 and 2011, Pacific performed research and development for the Company valued at $103,596 and $165,949, respectively. Pacific also provided administrative services during the three months ended March 31, 2012 and 2011, valued at $50,501 and $49,720, respectively. During the three months ended March 31, 2012, and 2011, Pacific charged interest of $4,019 and $2,031, respectively, calculated at the bank prime rate on the monthly balance owed. In the past three months, the Company issued 1,912,550 shares of common stock to the employees of Pacific to settle $38,251 of the related party balance owing to Pacific. As at March 31, 2012 and December 31, 2011, the amount due to Pacific was $562,914 and $403,072, respectively, and is unsecured and due on demand. On September 15, 2009, the Company entered into an agreement with the Company's CEO to provide management services for a fee of $250,000 per annum. During three months ended March 31, 2012, the Company incurred $62,500 (2011 - $62,500) for the management services of which the unpaid balance was $124,325 (December 31, 2011- $62,500). b) On September 15, 2009, the Company entered into an agreement with the Company's Chairman to provide management services for a fee of $100,000 per annum based on 40 hours per month. During the three months ended March 31, 2012, the Company incurred $25,000 (2011 - $36,000) for management services. As at March 31, 2012, the Company is indebted to the Company's Chairman for $54,495 (December 31, 2011- $29,386) of management fees and miscellaneous expense c) As at March 31, 2012 the Company owed $4,930 to a former officer which is unsecured, non-interest bearing and due on demand. d) During the three months ended March 31, 2012, Company incurred $17,500 in consulting fees to a director of the Company (2011- $17,500), of which $29,167 was outstanding at December 31, 2011 (2011 - $17,500). 6. CONVERTIBLE NOTES AND DEBT a) As of March 31, 2012, one $33,885 (2011 - $33,885) convertible note is outstanding which is payable to a related party. The note bears interest at 5% annum, is unsecured and due on demand. Under the convertibility terms of the notes payable, the principal, can be converted immediately, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company. The conversion price per share is equal to the lesser of the stated price at $0.17 or 75% of the average closing bid prices for the five trading days ending on the trading day immediately before the date of the conversion. b) As of March 31, 2012, the Company has convertible notes (the "Notes") in the principal amount of $534,260. The Notes bear interest at an annual rate of prime (as adjusted monthly on the first business day of each month) plus 2.75% per year, payable in arrears on the first day of each month. The Notes are due and payable on December 31, 2012 and are secured by substantially all of the Company's assets. At the holders' option, the Notes are convertible into shares of the Company's common stock at a conversion price of $0.13 per share. The embedded conversion option contains a reset provision that can cause an adjustment to the conversion price if the Company issues an equity instrument that does not qualify as an Exempt Issuance at a price lower than the initial conversion price. An Exempt Issuance is defined as: F-10 <PAGE> 6. CONVERTIBLE NOTES AND DEBT (continued) i. shares or options issued to employees of Biocurex for services rendered pursuant to any stock or option plan adopted by the Directors of Biocurex, not to exceed 500,000 shares or options in any year; ii. options issued to officers or directors of Biocurex, provided that the number of options issued during any twelve-month period may not exceed 500,000; iii. shares or options issued at fair market value for services rendered to independent consultants, limited to 500,000 shares or options in any year; iv. restricted equity securities sold for cash, provided that no more than 500,000 restricted equity securities can be sold in any year, the restricted equity securities cannot be registered for public sale, and the restricted equity securities, and the exercise price of any warrants, cannot be less than 75% of the market price of Biocurex's common stock; v. shares issued to any note holder in payment of principal or interest; vi. shares sold to any note holder; vii. securities issued upon the conversion of the Notes or the exercise of the Warrants; viii. securities issued upon the conversion of notes or the exercise of options or warrants issued and outstanding on June 25, 2007, provided that the securities have not been amended to increase the number of such securities or to decrease the exercise, exchange or conversion price of the securities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 (See Note 12). The following table summarizes the changes in the Notes during the three months ended March 31, 2012: Carrying Principal Discount Value $ $ $ -------------------------------- Balance, December 31, 2011 544,460 (66,820) Principal repayments (10,200) - (10,200) Accretion of discount on convertible - 15,836 15,836 debt -------------------------------- Balance, March 31, 2012 534,260 (50,984) 483,276 -------------------------------- During the three months ended March 31, 2012, the Company expensed $5,292 (2011 - $5,233) of the debt issue costs related to these convertible notes. The balance of debt issue costs at March 31, 2011 is $15,990 (December 31, 2011 - $21,281). c) The Company issued two convertible notes with principal amounts of $78,500 and $42,500, respectively, to a private investor. The note with a principal amount of $78,500 is convertible commencing on June 15, 2012 and is due on March 19, 2013. The note with a principle amount of $42,500 is convertible commencing on August 21, 2012 and is due on February 23, 2013. Both notes bear interest at 8% per year and are unsecured. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. "Trading Price" means the closing bid price of the Company's common stock on the Over-the-Counter Bulletin Board. As at March 31 2012, the embedded conversion feature has not been bifurcated and separately accounted for as it does not provide for net settlement until it becomes convertible on June 15 and August 21, 2012. F-11 <PAGE> 6. CONVERTIBLE NOTES AND DEBT (continued) On the issuance of the convertible note, the Company incurred $6,000 in debt issuance costs. These costs were capitalized and will be amortized over the life of the note. 7. COMMON STOCK a) In February 2012, the Company issued 675,000 shares of common stock pursuant to stock options exercised at $0.001 per share. b) In February 2012, the Company issued 1,500,000 shares of common stock to a vendor with an estimated fair value of $22,500 for consulting services. c) In February 2012, the Company issued 1,141,700 shares of common stock to three employees of a related party with an estimated fair value of $22,834 to settle a related party loan. d) In March 2012, the Company issued 1,500,000 shares of common stock to a vendor with an estimated fair value of $30,000 for consulting services. e) In March 2012, the Company issued 770,850 shares of common stock to three employees of a related party with an estimated fair value of $15,417 to settle a related party loan. 8. STOCK-BASED COMPENSATION Stock Bonus Plan Under the Company's Stock Bonus Plan, employees, directors, officers, consultants and advisors are eligible to receive a grant of the Company's shares, provided that bona fide services are rendered by consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. On April 19, 2012, the Company increased the number of shares issuable pursuant to this plan from 20,000,000 shares to 40,000,000 shares with 19,435,116 common shares available for future issuance as of April 19, 2012. Non-Qualified Stock Option Plan The Company's Non-Qualified Stock Option Plan authorizes the issuance of common shares to persons that exercise stock options granted. The Company's employees, directors, officers, consultants and advisors are eligible to be granted stock options pursuant to this plan, provided that bona fide services are rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The stock option exercise price is determined by a committee and cannot be less than $0.001. On November 30, 2010, the Company increased the number of shares issuable pursuant to this plan from 17,500,000 shares to 22,500,000 shares with 8,870,666 common shares available for future issuance as of March 31, 2012. F-12 <PAGE> 8. STOCK-BASED COMPENSATION (continued) Management stock options As of March 31, 2012, the Company granted 28,500,000 stock options to five directors and one officer at an exercise price of $0.0714 per share. The stock options expire on December 31, 2020. Holders of the management stock options may exercise the options by paying the exercise price to the Company or on a cashless basis upon the approval of the Company's board of directors. Should the options be exercised on a cashless basis, the Company will issue common shares of the Company with a market value equal to the intrinsic value of the options at the close of trading on the date of exercise. The management stock options were not issued under the Company's Non-Qualified Stock Option Plan and as at July 1, 2010, the Company filed a registration statement under the Securities Act of 1933 to register the underlying shares. Accordingly, any shares issuable upon the exercise of these options will be free trading securities. A summary of the changes in the Company's stock options is presented below: <S> <C> <C> <C> <C> Weighted Weighted Average Average Aggregate Exercise Remaining Intrinsic Number of Price Contractual Value Shares $ Life (Years) $ --------------------------------------------------------------------------------- Outstanding, December 31, 2011 30,806,600 0.066 7.56 20,759 Exercised (675,000) 0.001 --------------------------------------------------------------------------------- Outstanding, March 31, 2012 30,131,600 0.068 7.48 31,816 --------------------------------------------------------------------------------- The compensation cost of shares vested was $17,317 and $3,057 for the three months ended March 31, 2012 and 2011, respectively. Compensation cost has been included in general and administration expense in the statement of operations. A summary of the status of the Company's non-vested options as of March 31, 2012, and changes during the three months ended of March 31, 2012, is presented below: Number of Weighted Average Non-vested Options Exercise Price ---------- ------- ---------------- Non-vested at December 31, 2011 9,500,000 0.0714 Vested during period (9,500,000) 0.0714 --------------------------------------------------------------------------- Non-vested at March 31, 2012 - - =========================================================================== F-13 <PAGE> 9. SHARE PURCHASE WARRANTS A summary of the changes in the Company's share purchase warrants is presented below: Weighted Average Number of shares Exercise Price ------------------------------------------------------------------------- Balance, December 31, 2011 99,164,330 0.134 ------------------------------------------------------------------------- Balance, March 31, 2012 99,164,330 0.134 ------------------------------------------------------------------------- As at March 31, 2012, the following share purchase warrants were outstanding: Warrants Exercise Price Expiration Date -------- -------------- --------------- 1,000,000 $0.25 30-Apr-2012 2,000,000 $0.11 1-Apr-2012 2,204,730 $0.08 26-Aug-2014 3,500,000 $0.14 27-Jun-2012 90,459,600 $0.11 19-Jan-2015(1) ---------------------- 99,164,330 ---------------------- (1) The public warrants are exercisable at any time before January 19, 2015. The Company may redeem some or all of the public warrants at a price of $0.003 per warrant by giving the holders not less than 30 days' notice at any time the common stock closes, as quoted on the Bulletin Board, at or above $0.143 per share for five consecutive trading days. 10. UNIT PURCHASE WARRANTS On January 28, 2010, the Company issued a warrant in conjunction with an Underwriting Agreement that allows the underwriters to purchase up to 120,000 units at $6.00 per unit for a term of five years from January 19, 2015. Each unit consists of 70 shares of common stock and 70 warrants to purchase shares of the Company's common stock at an exercise price of $0.107 per share. As at March 31, 2012, the 120,000 unit purchase warrants were outstanding. 11. FAIR VALUE MEASUREMENTS ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Fair Value Hierarchy ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 establishes three levels of inputs that may be used to measure fair value. Level 1 Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. F-14 <PAGE> 11. FAIR VALUE MEASUREMENTS (continued) Level 2 Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. Level 3 Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. The Company's financial instruments consist principally of cash, accounts payable, derivative liability, loans payable, convertible note payable to related party, convertible debt and amounts due to related parties. The carrying value of accounts payable and amounts due to related parties approximate fair value due to their nature and short terms of maturity. The carrying value of loans payable, convertible note payable to related party and convertible debt approximate fair value are based on market rates for similar financial instruments. Assets and liabilities measured at fair value on a recurring basis were presented on the Company's consolidated balance sheet as of March 31, 2012 as follows: Fair Value Measurements Using <S> <C> <C> <C> <C> Quoted Prices in Active Markets Significant For Other Significant Identical Observable Unobservable Instruments Inputs Inputs Balance as of (Level 1) (Level 2) (Level 3) March 31, 2012 ------------------------------------------------------- Assets: Cash $ 76,488 $ - $ - $ 76,488 ----------------------------------------------------------------------------------- Total assets measured at $ 76,488 $ - $ - $ 76,488 fair value ----------------------------------------------------------------------------------- Liabilities: Derivative liabilities $ - $ 22,159 $ - $ 22,159 ----------------------------------------------------------------------------------- Total liabilities measured at fair value $ - $ 22,159 $ - $ 22,159 ----------------------------------------------------------------------------------- F-15 <PAGE> 12. DERIVATIVE LIABILITIES The embedded conversion option in the Company's note described in Note 6(b) contains a reset provision that can cause an adjustment to the conversion price if the Company issues certain equity instruments at a price lower than the initial conversion price. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in our consolidated statement of operations as a gain or loss on derivative financial instruments. The following table summarizes the change in derivative liabilities for the three months ended March 31, 2012: $ ------------------------------------------------------------------------ Derivative liabilities at December 31, 2011 15,862 Settlement of derivative liabilities 902 Change in fair value of derivative liabilities 5,395 ------------------------------------------------------------------------ Derivative liabilities at March 31, 2012 22,159 ------------------------------------------------------------------------ 13. COMMITMENTS AND CONTINGENCIES a) On April 4, 2006, the Company entered into a consulting agreement with a term of nine months for consideration of 75,000 common shares. As of March 31, 2012, the Company had issued 37,500 common shares and 37,500 common shares are still owed to the consultant. b) On April 10, 2006, the Company entered into a consulting agreement with a term of one year for consideration of 75,000 common shares. As of March 31, 2012, the Company had issued 37,500 common shares and 37,500 common shares are still owed to the consultant. 14. SUBSEQUENT EVENTS a) In April 2012, the Company issued 3,800,000 shares of common stock to vendors with an estimated fair value of $55,000 for legal and consulting services. b) In April 2012, the Company issued 1,600,922 shares of common stock to three employees of a related party with an estimated fair value of $20,812 to settle a related party loan. c) In April 2012, the Company issued 384,615 shares of common stock to a vendor with an estimated fair value of $5,000 for financing services. F-16 <PAGE> ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION We are a development stage biotechnology company developing products based on patented and proprietary technology in the area of cancer diagnostics. The technology identifies a universal cancer marker known as RECAF. Patents have been granted in the United States, Europe, Australia and China and are pending in other major worldwide markets. RECAF is a molecule that is present on cancer cells but not detected in significant levels on healthy cells or benign tumor cells. It is the receptor for alpha-fetoprotein and is classified as an oncofetal antigen due to its presence on both fetal and malignant tissues. This characteristic makes RECAF a more accurate indicator of cancer than most current tumor markers. We are commercializing our technology through licensing arrangements with companies that develop and market diagnostic tests for the large automated clinical laboratory setting, through development and marketing of non-automated clinical laboratory tests, through development of rapid, point-of-care test formats, and through marketing of our OncoPet RECAF test for cancer in companion animals. Our business model is to develop internally our RECAF cancer diagnostic platform to the stage where individual applications can be partnered or licensed in strategic relationships for regulatory approval and commercialization. Our objective is to receive cash from licensing fees, milestone payments, and royalties from such partnerships which support continued development of our cancer diagnostic portfolio. We have signed licensing agreements for its cancer detection blood tests with Abbott Laboratories and with Inverness Medical Innovations. In the veterinarian market where there are no regulatory hurdles, our objective is to commercialize our technology through our subsidiary, OncoPet Diagnostics, and with distributors in North America, placeEurope and elsewhere. Our principal objectives for the twelve-month period ending March 31, 2013 are as follows: o grant one additional license for our cancer detection blood test; o commercialize veterinary applications of RECAF testing technology through our wholly-owned subsidiary, OncoPet Diagnostics; o finish development for our rapid, point of care cancer test; and o commercialize other test formats through our wholly-owned subsidiary in China, BioCurex China Co., Ltd. Our success is dependent upon several factors, including, maintaining sufficient levels of funding through pubic and/or private financing, establishing the reliability of our RECAF cancer tests in screening, diagnosis, and follow-up for cancer recurrence, securing and supporting strategic partnerships, securing regulatory approvals where necessary, and commercializing our technology. We may not be able to achieve these objectives by March 31, 2013, or at all. 1 <PAGE> Recent Developments ------------------- In October 2010 we filed a new patent within the Patent Cooperation Treaty, which presently includes 142 countries. The subject of this patent is a synthetic peptide that recognizes RECAF(TM) and that can replace the antibodies used in our RECAF test. The synthetic peptide also allows for many other applications that cannot be performed with an antibody. Our patent application contains over 50 claims covering different applications and uses of this peptide. An antibody is a biological reagent that requires production under sterile conditions in large volumes of cell culture medium. The antibodies then need to be extracted and purified from the medium. This process is expensive and delicate. The synthetic peptide will allow our to replace the antibodies in the RECAF test. A peptide is a short sequence of amino acids, much like a very small protein. Peptides are produced with an automated peptide synthesizer. A well known small peptide is aspartame, the synthetic sweetener used in Nutrasweet(R). To make a peptide in a laboratory, its amino acids sequence is entered into a computer and the rest of the process is automatically handled by special computer software and instrumentation. Since the peptide is synthesized chemically rather than biologically, the batch-to-batch variability is drastically reduced and the cost reduction is significant. Being small molecules, peptides are also more stable than antibodies, resulting in longer shelf life and related issues. The most important advantage of peptides over antibodies is their flexibility: Antibodies cannot be modified unless very expensive and complex molecular engineering processes are used. To change the specificity of an antibody, one has to develop a new one, which is a very labor intensive and unpredictable process. On the other hand, to modify a peptide, all that is required is to use a different amino acid sequence on the computer. This tremendous flexibility opens many possibilities for us, some of which are listed below: 1) Tailoring dog, cat and other animal RECAF tests for each species rather than relying, on the cross reactivity exhibited by anti-human RECAF antibodies against dog RECAF. 2) Tailor-tagging of the peptide for different uses such as cancer targeted therapy, imaging or blood diagnostic tests. 3) Attaching the peptide to liposomes for cancer targeting. Liposomes are artificially prepared vesicles that can be filled with anti-cancer drugs, Interference RNA or other compounds and delivered to cancer cells. Attaching the peptide to the surface of liposomes should increase the delivery to cancer cells since our peptide recognizes RECAF and RECAF is on the surface of cancer cells but not on healthy cells. Liposomes are used for delivery of a variety of formulations from medicine to cosmetics. 4) Incorporation of a DNA sequence that encodes the peptide into the DNA or RNA of a virus which would then express the peptide on its surface. Since the peptide recognizes RECAF which is on cancer cells but not on 2 <PAGE> normal cells, the virus would only infect and kill the cancer cells thus becoming an oncolytic virus. In October 2010 we entered into a non-exclusive distribution agreement with VetRed B.V. from Naarden, the Netherlands. VetRed, a private company under Dutch law, will represent our wholly owned subsidiary OncoPet Diagnostics to distribute our OncoPet RECAF(TM) cancer test for dogs in Europe. Through a network of its own companies, agents and distributors, VetRed will market our OncoPet's RECAF(TM) test to the European Union member states. Samples will be collected and grouped prior to their dispatch to our laboratories Canada. Europe is second in the world for its number of cats and dogs, according to a recent survey--there are approximately 78 million dogs and 94 million cats in placeEurope. The United States and Canada have the largest dog and cat population, with an estimated 52 million dogs and 66 million cats. VetRed made an entrance in the veterinary diagnostic market in 2009 with the introduction of the Pandora(R) Slide Stainer, a tabletop fully automated unit, which stains in fully reproducible samples prior to their evaluation under the microscope. VetRed also markets chromogenic media for rapid determination of fungi and bacteria. Currently, our wholly owned subsidiary, OncoPet(TM) Diagnostics, Inc., has entered into a further two non-exclusive distribution agreements with two prominent country-regionplaceUS veterinary suppliers for the distribution of the OncoPet Sample Collection Kit for canine cancer diagnosis. Per the non-exclusive distribution agreement, the suppliers will purchase vouchers for tests to be carried out in our facilities. The distributor then sells the vouchers to veterinarians, veterinary practices, veterinary hospitals and others within the country-regionUnited States and territories of the country-regionU.S. including Puerto Rico, placeGuam as well as others. The voucher includes a sample collection kit which the veterinarian will use to process the blood and ship the serum to our laboratory for testing. OncoPet then emails the results directly to the veterinarian. 3 <PAGE> Liquidity and Capital Resources Since January 2003, we have been able to finance our operations primarily from equity and debt financing, the proceeds from exercise of warrants and stock options, interest income on funds held for investment, and license fees. We do not have lines of credit with banks or other financial institutions. Our sources and (uses) of cash during the three months ended March 31, 2012 and 2011 were as follows: Three Months Ended ------------------ March 31, --------- 2012 2011 ---- ---- Cash used in operations $(138,917) $(401,795) Patent costs (3,543) (18,700) Proceeds from convertible debt 42,500 - Repayment of convertible debt (10,200) - Debt issue costs (2,500) - Sale of common stock $ - $ 2,288 In June 2007, we sold convertible notes, plus warrants, to private investors for $3,000,000. The notes are due and payable on December 31, 2012 and are secured by substantially all of our assets. At the holder's option the notes are convertible into shares of our common stock at a conversion price of $0.13. From the proceeds of our January 2010 public offering we repaid $1,186,700 to the note holders. Due to principal payments and conversions, the outstanding principal balance of the notes as of March 31, 2012 was $534,260. In September 2009, we sold promissory notes in the principal amount of $575,000 to twenty accredited investors. As partial consideration for lending us the $575,000 we issued 8,214,292 shares of our common stock to the investors. With the proceeds from our January 2010 public offering we repaid $450,000 to the investors. The remaining balance of $125,000 bears interest at 10%, is unsecured, and is payable on or before January 31, 2013. In January 2010 we sold 90,459,600 shares of our common stock at a price of $0.0714 per share in a public offering. For each share sold the investors also received one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $0.107 per share at any time on or before January 2015. The net proceeds to us from the sale of the shares and warrants, after deducting underwriting commissions and offering costs, were approximately $5,700,000. The net cash provided from this financing after repayment of loans and convertible debt was approximately $3,970,000. In December 2011 we sold a convertible note in principal amount of $78,500 to a private investor. The note bears interest at 8% per year and is payable on or before March 19, 2013. At any time after June 15, 2012 the note can be converted into shares of our common stock. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. 4 <PAGE> "Trading Price" means the closing bid price of our common stock on the Over-the-Counter Bulletin Board. Based upon the closing prices of our common stock, we would be required to issue approximate of 13,500,000 shares of our common stock if the note was converted on May 09, 2012. In February 2012 we sold a convertible note in principal amount of $42,500 to a private investor. The note bears interest at 8% per year and is payable on or before February 23, 2013. At any time after August 21, 2012 the note can be converted into shares of our common stock. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. "Trading Price" means the closing bid price of our common stock on the Over-the-Counter Bulletin Board. Based upon the closing prices of our common stock, we would be required to issue approximate of 7,328,000 shares of our common stock if the note was converted on May 09, 2012. We anticipate that our capital requirements for the twelve-month period ending March 31, 2013 will be as follows: Research, development and production of our diagnostic products $ 900,000 General and administrative expenses 700,000 Marketing and investor communications 150,000 Business development 50,000 Payment of interest on amended senior convertible notes and unsecured promissory notes 100,000 Payment of outstanding liabilities 250,000 ------------ $2,150,000 Our most significant capital requirements are research and development and general and administrative expenses. General and administrative expenses, exclusive of depreciation, amortization and other expenses not requiring the use of cash (such as the costs associated with issuing stock and options for services), average approximately $60,000 per month. Our research and development expenses vary, depending upon the scope of the programs that we undertake. As we move further through the development process our research activities become more mature and less capital intensive. New development projects may have additional capital requirements which we balance with capital available for such programs. We may not be successful in obtaining additional capital in the future. If we are unable to raise the capital we need, our research and development activities will be curtailed or delayed and our operations will be reduced to a level which can be funded with the capital available to us. 5 <PAGE> Material changes of items in our Statement of Operations for the three ended March 31, 2012, as compared to the same period in the prior year, are discussed below: Increase (I) or Decrease Item (D) Reason ---- -------- ------ General and administrative D The decrease was primarily attributable to lower stock-based compensation expense. Professional and Consulting Fees D This is the result of the expiration or termination of three consulting agreements. Research and Development D The decrease was primarily attributable to less lab materials, supplies and the termination of a scientist contract. Interest expense I The Company entered into a new convertible note agreement, which accrues interest at 8%. Gain (loss) on derivative liability D Decrease primarily due to the fluctuation of the company share price in the past three months. Recent Accounting Pronouncements --------------------------------- See Note 2 to the financial statements which are included as part of this report. Critical Accounting Policies ---------------------------- Our significant accounting policies are more fully described in Note 2 to the financial statements included as a part of this report. However, certain accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgments by management. As a result, the consolidated financial statements are subject to an inherent degree of uncertainty. In applying those policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. These estimates are based on our historical experience, terms of existing contracts, observance of trends in the industry and information available from outside sources, as appropriate. 6 <PAGE> Item 4. Controls and Procedures Our Principal Executive and Financial Accounting Officers have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this report, and in their opinion our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as discussed above. PART II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Note 7 to the financial statements included as part of this report lists the shares of our common stock which were issued during the three months ended March 31, 2012. The shares described in the Note 7 were registered by means of a registration statement on Form S-8. Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Data Files The Financial statements in this amended 10-Q are unchanged from those contained in the 10-Q report which was originally filed. As a result, interactive data files are not included with the amended 10-Q. 7 <PAGE> SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BIOCUREX, INC. September 19, 2012 By: /s/ Ricardo Moro ------------------------------ Dr. Ricardo Moro - Principal Executive Officer September 19, 2012 By: /s/ Gladys Chan ------------------------------ Gladys Chan - Principal Financial and Accounting Officer <PAGE>

PINX:BOCX Quarterly Report 10-Q/A Filling

PINX:BOCX Stock - Get Quarterly Report SEC Filing of PINX:BOCX stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:BOCX Quarterly Report 10-Q/A Filing - 3/31/2012
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