10-K 1 form10k_june302013.htm MLPH FORM 10K 06-30-2013

OMB APPROVAL OMB Number: 3235-0063 Expires: April 30, 2015 Estimated average burden hours per response: ……………..1,998.78

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
	X	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the year ended June 30, 2012
		For the year ended June 30, 2013
		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from___________ to __________
	Commission file number 000-50156
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)
Registrant's telephone number, including area code			011-61-8-9443-3011
Securities registered pursuant to Section 12(b) of the Act:
Title of each class					Name of each exchange on which registered
Not Applicable					Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock with a par value of $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act							Yes o	No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act							Yes x	No o
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.							Yes x	No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.							Yes o	No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not Applicable.							Yes o	No o

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
	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 Act)			Yes o	No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
23,553,740 common shares @ $0.019(1) = $447,521.06
23,553,740 common shares @ $0.011(1) = $259,091.14
(1) Last close price on June 30, 2012
(1) Last close price on June 28, 2013
APPLICABLE ONLY TO REGISTRANTS 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 or 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 o
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
111,553,740 common shares issued and outstanding as of August 21, 2012.
111,553,740 common shares issued and outstanding as of August 13, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
None.

Table of Contents

FORWARD LOOKING INFORMATION			1
PART I			1
	Item 1. Business		1
		Business Development - Formation and Reorganization	1
		Our Current Business	2
		Licensed Products	2
		Patents & Trademarks	3
		Marketing	3
		Manufacturing & Supply	3
		Competition	3
		Governmental Regulation	4
		Environmental Compliance	6
		Research & Development	6
		Employees	6
		Immediate Business Plans	6
		Reports to Securities Holders	6
	Item 1A. Risk Factors		7
	Item 1B. Unresolved Staff Comments		7
	Item 2. Properties		7
	Item 3. Legal Proceedings		7
	Item 4. Mine Safety Disclosures		7
PART II			7
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		7
		Holders of Common Stock	8
		Dividends	8
		Equity Compensation Plan	8
	Recent Sales of Unregistered Securities		8
	Item 6. Selected Financial Data		8
		Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations	8
		2012 Activities and Developments	8
		Results of Operation	9
		Off-Balance Sheet Arrangement	10
		Research and Development	10
		Capital Expenditure Commitments	11
		Strategic Acquisitions	11
		Recent Accounting Pronouncements	11
		Critical Accounting Policies and Estimates	11
		Stock-based Compensation	12
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		12
	Item 8. Financial Statements and Supplementary Data		12
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		30
	Item 9A. Controls and Procedures		30

FORWARD LOOKING INFORMATION			1
PART I			1
	Item 1. Business		1
		Business Development - Formation and Reorganization	1
		Our Current Business	2
		Licensed Products	2
		Patents & Trademarks	3
		Marketing	3
		Manufacturing & Supply	3
		Competition	4
		Governmental Regulation	4
		Environmental Compliance	6
		Research & Development	6
		Employees	6
		Immediate Business Plans	6
		Reports to Securities Holders	6
	Item 1A. Risk Factors		7
	Item 1B. Unresolved Staff Comments		7
	Item 2. Properties		7
	Item 3. Legal Proceedings		7
	Item 4. Mine Safety Disclosures		7
PART II			7
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		7
		Holders of Common Stock	8
		Dividends	8
		Equity Compensation Plan	8
	Recent Sales of Unregistered Securities		8
	Item 6. Selected Financial Data		8
		Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations	8
		2013 Activities and Developments	8
		Results of Operation	9
		Liquidity and Capital Resources	10
		Off-Balance Sheet Arrangement	10
		Research and Development	10
		Capital Expenditure Commitments	11
		Strategic Acquisitions	11
		Recent Accounting Pronouncements	11
		Critical Accounting Policies and Estimates	12
		Stock-based Compensation	12
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		12
	Item 8. Financial Statements and Supplementary Data		12
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		32
	Item 9A. Controls and Procedures		32
		(a) Evaluation of Disclosure Controls and Procedures	32
		(b) Internal control over financial reporting	32
	Item 9A(T). Controls and Procedures		33
	Item 9B. Other Information		33
PART III			33
	Item 10. Directors and Executive Officers and Corporate Governance		33
		Identification of Directors and Executive Officers	33
		Family relationships	33
		Significant Employees	33
		Involvement in Certain Legal Proceedings	34
		Audit Committee Financial Expert	34

(a) Evaluation of Disclosure Controls and Procedures

(b) Internal control over financial reporting

Item 9A(T). Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors and Executive Officers and Corporate Governance

Identification of Directors and Executive Officers

Family relationships

Significant Employees

Involvement in Certain Legal Proceedings

Audit Committee Financial Expert

iii

Audit Committee 34 32 Disclosure Committee and Charter 3234 Compliance with Section 16(a) of the Securities Exchange Act of 1934 3334 Code of Ethics 3335 Item 11. Executive Compensation 3335 Summary of Compensation of Executive Officers 35 Board of Directors Report on Executive Compensation 36 Stock Options/SAR Grants 36 Long-Term Incentive Plans/Equity Compensation Plan 36 Compensation of Directors 36 Stock Option Plans 36 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 36 Security Ownership of Certain Beneficial Owners and Management 36 Changes in Control 37 Item 13. Certain Relationships and Related Transactions, and Directors Independence 37 Certain Relationships and Related Transactions 37 Director Independence 38 Item 14. Principal Accounting Fees and Services 38 Fees and Services 38 Pre-Approval Policies and Procedures 39 PART IV 39 Item 15. Exhibits, Financial Statement Schedules 39 Exhibit Number and Exhibit Title 39 SIGNATURES 40

Summary of Compensation of Executive Officers

Board of Directors Report on Executive Compensation

Stock Options/SAR Grants

Long-Term Incentive Plans/Equity Compensation Plan

Compensation of Directors

Stock Option Plans

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

Changes in Control

Item 13. Certain Relationships and Related Transactions, and Directors Independence

Certain Relationships and Related Transactions

Director Independence

Item 14. Principal Accounting Fees and Services

Fees and Services

Pre-Approval Policies and Procedures

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number and Exhibit Title

FORWARD LOOKING INFORMATION

This annual report contains forward-looking ~~statements~~ statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, ~~performance~~ performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations ~~reflected~~ reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars. All references to CDN$ refer to Canadian Dollars.

As used in this annual report, the terms "we", "us", "our", "Corporation" and "Molecular USA" mean Molecular Pharmacology (USA) Limited unless otherwise indicated.

PART I

Item 1. Business

Business Development - Formation and Reorganization

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

Molecular USA has not been involved in any bankruptcy, receivership or similar proceeding nor has there been any material reclassification or merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business other than as disclosed herein.

Up until the fall of 2005, Molecular USA was in in the business of mineral exploration and development of a mineral property.

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

On May 9, 2006, Molecular USA announced that it has acquired 100% of the issued and outstanding share capital of MPLA. The transaction was originally announced by Molecular USA in a press release dated November 29, 2005, and was subsequently approved by a majority of the stockholders of the Corporation at a stockholders meeting held on April 21, 2005. As a result of the transaction, PharmaNet ~~Group Limited ("PharmaNet")~~, the former parent corporation of MPLA, now controls approximately 79% of Molecular USA 's issued and outstanding share capital. The transaction between the parties closed in escrow with an effective closing date of May 8, 2006. The business of MPLA is now ~~the~~ the business of Molecular USA.

1On July 19, 2013, Molecular USA announced its wholly-owned subsidiary, MPLA, executed an agreement with a New York-based company, Dermatology Development Corporation ("DDC") to develop and market a range of therapeutic, cosmetic and cosmecutical products based on the ThermaLIFE® product range and its active ingredient in the United States.

~~Our~~Under the ~~Current~~terms ~~Business~~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

The acquisition of MPLA provided Molecular USA an immediate and solid international foundation which management believes will allow it to grow its business into all major geographical markets. The assets and resources of the Australian corporation and its existing teams and development programs has augmented Molecular USA's plan to develop safe and effective pain and inflammation management products.1

~~Molecular USA through its wholly owned subsidiary~~royalties ~~MPLA~~on ~~is in~~ the ~~business~~agreements ofexecuted ~~developing~~as ~~and commercializing~~ a ~~new~~result ~~analgesic~~of ~~and~~DDC’s ~~anti-inflammatory~~services, ~~molecule~~paid ~~known~~for ~~as Tripeptofen.~~a ~~Tripeptofen~~fixed isperiod ~~likely~~net toof ~~appear~~MPLA’s incosts aof ~~new~~sales. ~~group~~The engagement of ~~products~~DDC ~~suitable~~is limited ~~for~~to the ~~treatment~~provision of ~~common~~the ~~every-day~~services ~~pain.~~in Asthe anUnited ~~analgesic and anti-inflammatory drug~~States, ~~Tripeptofen~~and is ~~unusual~~for ~~due~~an initial toone ~~its~~year ~~rapid~~period ~~speed~~which ofmay ~~action~~be ~~and~~extended ~~its~~by ~~topical~~mutual oragreement ~~rub-on~~between ~~application~~MPLA and DDC.

TheOur majorityCurrent of over-the-counter anti-pain and anti-inflammatory products sold for the treatment of acute localized pain are based on non-steroidal anti-inflammatory drugs or NSAIDs. The majority of such products are slow acting and provide only mild pain relief.Business

The acquisition ~~NSAID~~of ~~group~~MPLA ~~has~~provided ~~come~~Molecular ~~under~~USA ~~additional~~an ~~pressure~~ immediate and ~~increasing~~solid ~~medical~~international ~~alarm,~~foundation aswhich ~~many~~management ~~drugs~~believes will inallow ~~this~~it ~~class~~to ~~have~~grow ~~been~~its ~~found~~business tointo ~~set-back~~all ~~the~~major ~~recovery~~geographical ofmarkets. ~~certain~~The assets ~~conditions~~ and ~~treatments for~~resources ~~which~~of ~~they~~the ~~were~~Australian ~~marketed.~~corporation ~~Moreover,~~and ~~NSAIDs~~its ~~are~~existing ~~associated~~teams ~~with~~and development ~~severe~~programs ~~gastro-intestinal side-effects. This~~ has ~~left~~augmented aMolecular ~~niche in~~USA’s anplan ~~industry~~to ~~under-served~~develop bysafe ~~new~~and ~~products~~effective pain and ~~ingredients~~inflammation management products.

~~MPLA's~~Molecular USA ~~business~~through ~~strategy~~its iswholly toowned ~~exploit~~subsidiary MPLA is in the ~~fast~~ ~~and~~business ~~locally~~of ~~acting,~~developing and ~~low~~commercializing ~~side~~a ~~effects,~~new analgesic and ~~recovery~~anti-~~enhancing~~inflammatory ~~properties~~molecule ofknown ~~its~~as Tripeptofen. ~~new~~Tripeptofen ~~drug~~is ~~group~~likely ~~and~~ to ~~market~~appear ~~this~~in as a new group of products ~~ingredient,~~suitable ~~enabling~~for ~~pharmaceutical~~the ~~companies~~treatment toof ~~develop~~common ~~and~~every-day ~~market~~pain. ~~effective~~As an analgesic and anti-inflammatory ~~safer~~drug, ~~products~~Tripeptofen ~~suited~~is unusual due to aits ~~broad~~rapid ~~range~~speed of ~~common~~action ~~everyday~~and ~~pain~~its topical or rub-on application.

~~Licensed~~The ~~Products~~majority of over-the-counter anti-pain and anti-inflammatory products sold for the treatment of acute localized pain are based on non-steroidal anti-inflammatory drugs or NSAIDs. The majority of such products are slow acting and provide only mild pain relief.

~~Molecular~~The ~~USA~~NSAID group has ~~exclusive~~come ~~distribution~~under ~~rights~~additional pressure toand ~~distribute,~~increasing ~~market,~~medical ~~promote~~alarm, ~~detail,~~as ~~advertise~~many ~~and~~drugs ~~sell~~in ~~certain~~this ~~"Licensed~~class ~~Products",~~have ~~with~~been ~~metallo-polypeptide~~found to ~~analgesic~~set-back the recovery of certain conditions and ~~anti-inflammatory~~treatments ~~activity~~for aswhich anthey ~~active~~were marketed. ~~ingredient~~Moreover, inNSAIDs ~~the~~are ~~United~~associated ~~States~~with ~~(excluding~~severe ~~its~~gastro-intestinal side-effects. ~~territories~~This ~~and~~has ~~possessions) from~~left ~~its~~a ~~wholly~~niche ~~owned~~in ~~subsidiary~~an ~~corporation~~industry ~~MPLA.~~under-served by new products and ingredients.

~~The~~MPLA's ~~Licensed~~business ~~Products~~strategy ~~include~~is ~~all~~to ~~products~~exploit the infast ~~all~~and ~~dosage~~locally ~~forms~~acting, ~~formulations,~~low ~~line~~side ~~extensions~~effects, and ~~package~~recovery-enhancing ~~configurations~~properties ~~using or otherwise incorporating any aspect or production~~of ~~method~~its ofnew ~~metallo-polypeptide~~drug ~~analgesic~~group and ~~anti-inflammatory~~to ~~activity~~market this as ana ~~active~~new ingredient, ~~marketed by MPLA or its affiliates~~enabling ~~under~~pharmaceutical ~~the~~companies ~~trade~~to ~~name~~develop ~~Tripeptofen~~and ormarket ~~any~~effective ~~other trade names or trademarks used by MPLA relating to the product~~ and ~~any~~safer ~~improvements~~products suited to ~~such~~a ~~formulations~~broad orrange ~~dosages as may hereafter be distributed by MPLA or its affiliates in the territory during the term~~ of ~~the distribution~~common ~~and~~everyday ~~supply agreement between Molecular and MPLA for the topical application for human use only, and specifically excludes:~~pain.

·Licensed dermatological or cosmetic use, or tissue repair or tissue regeneration effect;Products

·Molecular USA ~~any~~has ~~use~~exclusive ordistribution ~~application~~rights ofto ~~the~~distribute, market, promote, detail, advertise and sell certain "Licensed ~~Product~~Products", inwith ~~non~~metallo-~~human~~polypeptide ~~groups~~analgesic orand anti-inflammatory ~~species;~~activity as an active ingredient, in the United States (excluding its territories and possessions) from its wholly owned subsidiary corporation MPLA.

·The Licensed ~~Thermalife~~Products ~~cream~~include all products in all dosage forms, ~~presently~~formulations, ~~owned~~line extensions and package configurations using or otherwise incorporating any aspect or production method of metallo-polypeptide analgesic and anti-inflammatory activity as an active ingredient marketed by ~~PharmaNet,~~MPLA or its affiliates under the ~~holding~~trade ~~corporation~~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:

~~All Licensed Products must first obtain regulatory~~· ~~clearance~~dermatological inor ~~the~~cosmetic ~~United States before they may be marketed and sold by Molecular USA in that territory. Clinical programs are currently planned by MPLA for Europe~~use, ~~USA~~or ~~and~~tissue ~~Australia.~~repair ~~The~~or ~~clinical~~tissue ~~trial program is~~regeneration expected to be expanded with follow-up trials. Regulatory approval, commencement of the Master Drug File ("MDF") and market approval are the focus of an ongoing program expected to continue over the next 18 to 24 months.effect;

~~MPLA~~· ~~has~~any anuse ~~exclusive~~or ~~license~~application ~~from Cambridge Scientific Pty. Ltd. ("Cambridge Scientific")~~ of ~~Australia.~~the ~~This~~Licensed ~~license~~Product ~~is restricted to a "field of use" defined~~ in ~~the~~non-human ~~license~~groups ~~documentation. Cambridge Scientific may grant other licenses to third parties outside the "field~~or ofspecies; ~~use" the subject of the licenses granted to MPLA.~~and

2· Thermalife cream, presently owned by PharmaNet, the holding corporation of MPLA.

~~Patents~~All Licensed &Products ~~Trademarks~~must first obtain regulatory clearance in the United States before they may be marketed and sold by Molecular USA in that territory. Clinical programs are currently planned by MPLA for Europe, USA and Australia. The clinical trial program is expected to be expanded with follow-up trials. Regulatory approval, commencement of the Master Drug File ("MDF") and market approval are the focus of an ongoing program expected to continue over the next 18 to 24 months.

~~Molecular USA and its subsidiary~~ MPLA~~, regard~~ ~~their~~has ~~intellectual~~an ~~property~~exclusive ~~rights,~~license ~~such~~from asCambridge ~~copyrights,~~Scientific ~~trademarks,~~Pty. ~~trade~~Ltd. ~~secrets,~~("Cambridge ~~practices and tools, as important to the success~~Scientific") of ~~their corporation~~Australia. ToThis ~~protect~~license ~~their~~is ~~intellectual~~restricted ~~property~~to ~~rights, Molecular USA relies on~~ a ~~combination~~"field of ~~patent,~~use" ~~trademark~~defined 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~~license ~~corporation intends to offer its products~~documentation. ~~The~~Cambridge ~~steps~~Scientific ~~taken by Molecular USA and MPLA to protect their intellectual property rights~~ may ~~not~~grant beother ~~adequate.~~licenses ~~Third parties may infringe or misappropriate the combined corporation's intellectual property rights or the combined corporations may not be able~~ to ~~detect unauthorized use~~ ~~and~~third ~~take appropriate steps to enforce its rights. In addition, other~~ parties ~~may~~outside ~~assert infringement claims against~~ the ~~combined corporations.~~"field ~~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 corporation's ability to use" ~~processes covered by such patents or expose~~ the ~~combined~~subject ~~corporation to claims~~ of ~~patent infringement or otherwise require~~ the ~~combined corporation to seek to obtain related~~ licenses~~. Such licenses may not be available~~ ongranted ~~acceptable terms. The failure~~ to ~~obtain such licenses on acceptable terms could have a negative effect on the combined corporation's business~~MPLA.

To protect their intellectual property rights, MPLA relies on a combination of license and patent applications held by Cambridge Scientific Pty. Ltd., namely "Analgesic and Anti-Inflammatory Composition" comprising USA patent application in completion plus PCT Provisional Specification having the same name designated as Serial No. 11/059580. These 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.2

ManagementPatents of& Molecular USA and MPLA believes that MPLA's products, trademarks, and other proprietary rights do not infringe on the proprietary rights of third parties.Trademarks

~~Marketing~~Molecular 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 corporation. 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 corporation 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 corporation's intellectual property rights or the combined corporations 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 corporations. 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 corporation's ability to use processes covered by such patents or expose the combined corporation to claims of patent infringement or otherwise require the combined corporation 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 corporation’s business.

~~Molecular~~To protect ~~USA~~their ~~plans~~intellectual toproperty ~~market its Licensed Products~~rights, ~~when~~MPLA ~~approved,~~relies ~~through~~on ~~existing~~a ~~pharmaceutical~~combination ~~distributors~~of license and patent applications held by ~~collaborative~~Cambridge ~~dealings~~Scientific, ~~with~~namely "Analgesic ~~major~~and ~~companies~~Anti-Inflammatory ~~active~~Composition" comprising USA patent application in completion plus PCT Provisional Specification having the ~~United~~same name ~~States~~designated as Serial No. 11/059580. These patent applications embody all the current Analgesic and ~~Europe~~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.

InManagement of ~~addition,~~ Molecular USA ~~plans~~and toMPLA ~~explore opportunities~~believes ~~for~~that ~~direct~~MPLA's ~~sales~~products, ~~out-licensing~~trademarks, and ~~the integration of the Corporation's~~ other proprietary ~~anti-inflammatory~~rights ~~and analgesic~~do ~~components~~not ininfringe ~~products~~on ~~already~~the ~~distributed~~proprietary ~~through~~rights ~~various~~of ~~international~~third ~~markets~~parties.

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

~~Manufacturing~~Molecular USA &plans ~~Supply~~to market its Licensed Products, when approved, through existing pharmaceutical distributors and by collaborative dealings with major companies active in the United States and Europe.

~~Molecular USA and MPLA have no manufacturing~~In ~~facilities.~~addition, ~~MPLA is required to supply~~ Molecular USA ~~with~~plans ~~all~~to ~~Licensed~~explore ~~Products~~opportunities ~~under~~for ~~the~~direct ~~distribution and supply agreement entered into by the parties in October~~sales, ~~2005. It is likely MPLA will enter into arrangements with various Good Manufacturing Practice ("GMP")~~ ~~certified~~out-licensing ~~formulation~~ and ~~manufacturers of~~ the ~~Licensed~~integration ~~Products~~of ~~for clinical trial and sales purposes. These formulations and~~ the ~~manufacturing~~Corporation’s ~~facilities must comply with regulations and current good laboratory practices (or CGLPs), and current GMPs,~~proprietary ~~enforced~~anti-inflammatory ~~by the Food~~ and ~~Drug~~analgesic ~~Administration~~components ~~("FDA").~~in ~~Molecular~~products ~~USA~~already ~~plans to continue MPLA's practice to outsource~~distributed ~~formulation~~through ~~and~~various ~~manufacturing~~international ~~for its clinical trials and potential commercialization after the acquisition of MPLA by Molecular USA~~markets.

Molecular USA ~~has~~expects ~~not~~that ~~entered~~these ~~into~~activities ~~any~~may ~~supply~~even help fund the development costs of ~~agreements~~the Licensed Products in the United States.

~~Competition~~On July 19, 2013, Molecular USA announced its wholly-owned subsidiary, MPLA, executed an agreement with a New York-based company, Dermatology Development Corporation ("DDC") to develop and market a range of therapeutic, cosmetic and cosmecutical products based on the ThermaLIFE® product range and its active ingredient in the United States.

~~Molecular~~Under ~~USA~~the ~~and~~terms ~~MPLA~~of ~~compete~~the agreement, inDDC ~~the~~is ~~segment of~~contracted ~~the~~to ~~pharmaceutical~~drive ~~market~~business ~~that~~relationships ~~treats~~with ~~pain~~a ~~and~~number ~~inflammation,~~of third ~~which~~party isentities ~~highly~~to ~~competitive.~~sell Weproducts ~~face~~predominantly ~~significant~~in ~~competition~~the ~~from~~dermatology and ~~most~~cosmetic ~~pharmaceutical~~fields ~~companies~~in asthe ~~well~~United asStates ~~biotechnology~~in ~~companies~~return ~~that~~for ~~are~~an ~~also~~establishment ~~researching~~fee and royalties ~~selling~~on ~~products~~the ~~designed~~agreements toexecuted ~~treat pain~~as ~~and~~a ~~inflammation.~~result ~~Many~~ of ~~our~~DDC’s ~~competitors~~services, ~~have~~paid for ~~significantly~~a ~~greater~~fixed ~~financial,~~period ~~manufacturing,~~net ~~marketing~~of ~~and~~MPLA’s ~~product~~costs ~~development resources~~of ~~than~~sales. weThe ~~do.~~engagement ~~Large~~of ~~pharmaceutical~~DDC ~~companies~~is limited into ~~particular~~the ~~have~~provision ~~extensive~~of ~~experience~~the services in ~~clinical~~the ~~testing~~United States, and inis ~~obtaining~~for an ~~regulatory~~initial ~~approvals~~one ~~for~~year period which may be extended by mutual agreement between MPLA and DDC.

3Manufacturing & Supply

~~drugs.~~Molecular USA ~~These~~and ~~companies~~MPLA ~~also~~ have ~~significantly~~no ~~greater~~manufacturing ~~research~~facilities. ~~capabilities~~MPLA ~~than~~is werequired ~~do.~~to ~~In addition,~~supply ~~many~~Molecular ~~universities~~USA ~~and~~with ~~private~~all Licensed Products under the distribution and ~~public~~supply agreement ~~research~~entered ~~institutes~~into ~~are~~by ~~active~~the parties in ~~neurological~~October ~~research,~~2005. ~~some~~It inis ~~direct~~likely ~~competition~~MPLA will enter into arrangements with various Good ~~us.~~Manufacturing ~~These~~Practice ~~companies,~~("GMP") ascertified formulation ~~well~~and asmanufacturers ~~academic~~of ~~institutions,~~the ~~governmental~~Licensed ~~agencies~~Products for clinical trial and sales ~~other~~purposes. ~~public~~These formulations and ~~private~~the ~~organizations~~manufacturing ~~conducting~~facilities must comply ~~research,~~with ~~also~~regulations ~~compete~~and ~~with~~current ~~Molecular~~good ~~USA~~laboratory practices ("CGLP"), and ~~MPLA~~current inGMPs, ~~recruiting~~enforced by the Food and Drug ~~retaining~~Administration ~~highly~~("FDA"). Molecular ~~qualified~~USA ~~scientific~~plans ~~personnel~~to ~~and~~continue ~~consultants~~MPLA’s practice to outsource formulation and ~~may~~manufacturing ~~establish~~for ~~collaborative~~its ~~arrangements~~clinical ~~with~~trials ~~competitors~~and potential commercialization after the acquisition of MPLA by 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.~~3

Molecular USA has not entered into any supply agreements.

Molecular USA knows of other companies and institutions dedicated to the development of anti-pain and anti-inflammatory pharmaceuticals similar to those being developed by MPLA and licensed to Molecular USA. Many 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.Competition

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

~~FDA Regulation.~~Molecular ~~Pharmaceutical~~USA's ~~products~~competition ~~are~~will ~~subject~~be todetermined 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~~part ~~foreign countries. The process required~~ by the ~~FDA before a new drug may be marketed in the U.S.~~potential ~~generally~~indications ~~involves~~for ~~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~~MPLA's ~~intended~~products ~~use;~~are developed and ~~approval~~ultimately approved by ~~the~~regulatory ~~FDA of a New Drug Application ("NDA")~~authorities.

~~The~~Molecular ~~activities required~~USA ~~before~~knows ~~a pharmaceutical agent may be marketed in the United States begin with pre-clinical testing. Pre-clinical tests include laboratory evaluation~~ of ~~potential~~other ~~products~~companies and ~~animal~~institutions ~~studies~~dedicated to ~~assess~~ the ~~potential~~development ~~safety and efficacy~~ of ~~the~~anti-pain ~~product~~ and ~~its~~anti-inflammatory ~~formulations.~~pharmaceuticals ~~The~~similar ~~results of these studies and other information must be submitted~~ to ~~the FDA as part of an IND application,~~ ~~which~~those ~~must~~being bedeveloped ~~reviewed and approved~~ by ~~the~~MPLA ~~FDA~~and ~~before~~licensed ~~proposed~~to ~~clinical~~Molecular ~~testing can begin~~USA. ~~Clinical~~Many ~~trials~~of ~~involve the administration~~Molecular ofUSA's ~~the~~competitors, ~~investigational~~existing ~~new drug to healthy volunteers~~ or topotential, ~~patients~~have substantially ~~under~~greater ~~the~~financial ~~supervision~~and technical ofresources aand ~~qualified~~therefore ~~principal~~may ~~investigator. Clinical~~be ~~trials are conducted~~ in ~~accordance~~a ~~with~~better ~~Good~~position ~~Clinical~~to ~~Practices under protocols that detail the objectives of the study~~develop, ~~the~~manufacture ~~parameters to be used to monitor safety~~ and ~~the~~market ~~efficacy~~pharmaceutical ~~criteria to be evaluated~~products. ~~Each~~Many ~~protocol~~of ~~must~~these becompetitors ~~submitted to the FDA~~are asalso ~~part~~more ofexperienced ~~the~~with ~~IND~~regard ~~application.~~to ~~Further~~preclinical testing, ~~each~~human clinical ~~study~~trials and ~~must~~obtaining beregulatory ~~conducted under the auspices of an independent institutional review board~~approvals. The ~~institutional~~current ~~review~~or ~~board~~future ~~will~~existence ~~consider,~~of competitive ~~among~~products ~~other~~may ~~things,~~also ~~ethical~~adversely ~~factors~~affect ~~and~~ the ~~safety~~marketability of ~~human~~Molecular USA's ~~subjects~~products.

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

~~The~~FDA ~~results~~Regulation. Pharmaceutical ofproducts ~~the~~are subject to extensive pre-~~clinical~~ and ~~clinical~~post-marketing ~~testing,~~regulation ~~together~~by ~~with~~the ~~chemistry and manufacturing information~~FDA, including ~~are~~regulations ~~submitted~~that togovern the ~~FDA~~testing, inmanufacturing, ~~the~~safety, efficacy, ~~form~~labeling, ofstorage, anrecord-keeping, ~~NDA~~advertising ~~for~~and apromotion ~~pharmaceutical~~of ~~product~~the inproducts under ~~order~~the toFederal ~~obtain~~Food, ~~approval~~Drug toand ~~commence~~Cosmetic ~~commercial~~Act ~~sales.~~and ~~In responding to an NDA,~~ the ~~FDA~~Public ~~may~~Health ~~grant marketing approvals~~Services Act, ~~request~~and ~~additional~~by ~~information~~comparable oragencies ~~further~~in ~~research,~~most orforeign ~~deny~~countries. ~~the~~The ~~application~~process ~~if it determines~~required ~~that~~by the ~~application~~FDA ~~does~~before ~~not~~a ~~satisfy~~new ~~its~~drug ~~regulatory approval criteria. Patient-specific therapies~~ may be ~~subject~~marketed toin ~~additional risk~~the ~~with~~U.S. ~~respect~~generally toinvolves the following: ~~regulatory~~completion ~~review~~of ~~process.~~pre-clinical ~~FDA~~laboratory ~~approval~~and ~~for~~animal atesting; ~~pharmaceutical~~submission of ~~product~~an ~~may~~investigational ~~not~~new bedrug ~~granted~~application ~~on a timely basis~~("IND"), ifwhich atmust ~~all,~~become oreffective ifbefore ~~granted~~clinical trials may ~~not~~begin; ~~cover~~performance ~~all~~of adequate ~~the~~and ~~clinical~~well ~~indications~~controlled ~~for~~human ~~which~~clinical ~~approval~~trials isto ~~sought~~establish orthe ~~may~~safety ~~contain significant limitations~~and inefficacy of the ~~form~~proposed ofdrug’s ~~warnings,~~intended ~~precautions~~use; orand ~~contraindications~~approval ~~with~~by ~~respect~~the toFDA ~~conditions~~ of a ~~use~~New Drug Application ("NDA").

~~Satisfaction~~The activities required before a ofpharmaceutical ~~FDA~~agent ~~premarket~~may ~~approval~~be ~~requirements~~marketed ~~for~~in ~~new~~the ~~drugs~~United ~~typically~~States ~~takes~~begin ~~several~~with pre-clinical ~~years,~~testing. Pre-clinical tests ~~and~~include ~~the~~laboratory ~~actual~~evaluation ~~time~~of ~~required~~potential ~~may~~products ~~vary~~and ~~substantially based~~animal ~~upon~~studies to assess the ~~type,~~potential ~~complexity~~safety and ~~novelty~~efficacy of the product orand ~~targeted~~its ~~disease~~formulations. ~~Government~~The results ~~regulation~~of ~~may~~these ~~delay~~studies orand ~~prevent~~other ~~marketing of~~information ~~potential~~must ~~products~~be ~~for~~submitted ato ~~considerable~~the ~~period~~FDA as part of ~~time~~an ~~and~~IND ~~impose~~application, ~~costly~~which ~~procedures~~must ~~upon~~be ~~our~~reviewed ~~activities.~~and ~~Success~~approved inby ~~early~~the ~~stage~~FDA before proposed clinical testing can begin. Clinical trials involve the administration of the investigational new drug to healthy volunteers or ~~with~~to patients ~~prior~~under ~~versions~~the supervision of ~~products~~a ~~does~~qualified ~~not~~principal ~~assure~~investigator. ~~success~~Clinical trials inare ~~later~~conducted ~~stage~~in ~~clinical~~accordance ~~trials.~~with ~~Data~~Good ~~obtained~~Clinical ~~from~~Practices ~~clinical~~under protocols ~~activities~~that ~~are~~detail ~~not~~the ~~always~~objectives ~~conclusive~~of the study, the parameters to be used to monitor safety and ~~may~~the efficacy criteria to be ~~susceptible~~evaluated. Each protocol must be submitted to ~~varying~~the ~~interpretations~~FDA ~~that~~as ~~could~~part ~~delay~~of the IND application. Further, ~~limit~~each orclinical study ~~prevent~~must ~~regulatory~~be conducted under the auspices of an independent institutional ~~approval~~review board. The institutional review board will consider, among other things, ethical factors and the safety of human subjects.

4Typically, human clinical trials are conducted in three phases that may overlap. In Phase 1, clinical trials are conducted with a small number of subjects to determine the early safety profile and pharmacology of the new therapy. In Phase 2, clinical trials are conducted with groups of patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and expanded evidence of safety. In Phase 3, large scale, multicenter, comparative clinical trials are conducted with patients afflicted with a target disease in order to provide enough data for the statistical proof of efficacy and safety required by the FDA and others.

~~Once~~The ~~approved, the~~results ~~FDA~~of ~~may withdraw~~ the ~~product~~pre-clinical ~~approval~~and ifclinical testing, ~~compliance~~together with ~~pre-~~chemistry and ~~post-marketing~~manufacturing ~~regulatory~~information, ~~standards~~are ~~is not maintained or~~submitted ifto ~~problems~~the ~~occur~~FDA ~~after~~in the ~~product~~form ~~reaches~~of ~~the~~an ~~marketplace.~~NDA Infor ~~addition,~~a ~~the~~pharmaceutical ~~FDA~~product ~~may~~in ~~require~~order ~~post-marketing~~to obtain ~~studies,~~approval ~~referred~~ to ascommence ~~Phase~~commercial 4sales. ~~studies,~~In responding to ~~monitor~~an NDA, the ~~effect~~FDA ofmay grant anmarketing ~~approved product~~approvals, ~~and~~request ~~may~~additional ~~limit~~information or further ~~marketing~~research, or ofdeny the ~~product~~application ~~based~~if onit ~~the results~~determines ofthat ~~these~~the ~~post-market~~application ~~studies.~~does ~~The~~not ~~FDA~~satisfy its ~~has broad post-market~~ regulatory ~~and~~approval ~~enforcement~~criteria. ~~powers,~~Patient-specific ~~including~~therapies ~~the~~may ~~ability~~be subject to ~~levy~~additional ~~fines~~risk ~~and~~with ~~civil~~respect ~~penalties,~~to ~~suspend~~the orregulatory ~~delay~~review ~~issuance~~process. ofFDA ~~approvals,~~approval ~~seize~~for a orpharmaceutical ~~recall~~product ~~products,~~may ornot ~~withdraw~~be ~~approvals.~~

Facilities used to manufacture drugs are subject to periodic inspection by the FDA, Drug Enforcement Agency and other authorities where applicable, and must comply with the FDA's Current Good Manufacturing regulations. Failure to comply with the statutory and regulatory requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturing, seizure of product or voluntary recall of a product. Adverse experiences with the product must be reported to the FDA and could result in the imposition of market restriction through labeling changes or in product removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following approval.4

~~With~~granted ~~respect to~~on ~~post-market product advertising and promotion, the FDA imposes~~ a ~~number~~timely ~~of complex regulations on entities that advertise and promote pharmaceuticals~~basis, ~~which~~if ~~include,~~at ~~among other things~~all, ~~standards~~or ~~and regulations relating to direct-to-consumer advertising,~~if ~~off-label~~granted ~~promotion,~~may ~~industry~~not ~~sponsored~~cover ~~scientific~~all ~~and~~the ~~educational~~clinical ~~activities,~~indications ~~and~~for ~~promotional~~which ~~activities~~approval ~~involving~~is ~~the Internet.~~sought ~~The~~or ~~FDA~~may ~~has~~contain ~~very~~significant ~~broad~~limitations ~~enforcement authority under the Federal Food, Drug and Cosmetic Act, and failure to abide by these regulations can result~~ in ~~penalties including~~ the ~~issuance~~form of ~~a warning letter directing the entity to correct deviations from FDA standards~~warnings, aprecautions ~~requirement that future advertising and promotional materials be pre-cleared by the FDA, and state and federal~~or ~~civil~~contraindications ~~and~~with ~~criminal~~respect ~~investigations~~to ~~and~~conditions ~~prosecutions~~of use.

~~Research facilities~~Satisfaction ~~are~~of ~~subject~~FDA topremarket ~~various~~approval requirements ~~laws~~for ~~and~~new ~~regulations~~drugs ~~regarding~~typically ~~laboratory~~takes ~~practices~~several years, and the ~~experimental~~actual ~~use~~time required ofmay ~~animals,~~vary ~~and~~substantially based upon the ~~use~~ type, complexity and ~~disposal~~novelty of the ~~hazardous~~product or ~~potentially~~targeted ~~hazardous~~disease. ~~substances~~Government inregulation ~~connection~~may ~~with~~delay ~~the~~or ~~research~~prevent marketing inof ~~question.~~potential Inproducts ~~each~~for a considerable period of ~~these~~time and impose ~~areas,~~costly asprocedures ~~above,~~upon ~~the~~our ~~government~~activities. ~~has~~Success ~~broad~~in ~~regulatory~~early ~~and~~stage ~~enforcement~~clinical ~~powers,~~trials or ~~including~~with ~~the~~prior ~~ability~~versions toof ~~levy~~products ~~fines~~does ~~and~~not ~~civil~~assure ~~penalties,~~success in later stage ~~suspend~~clinical ortrials. ~~delay~~Data ~~issuance~~obtained offrom ~~approvals,~~clinical ~~seize~~activities orare ~~recall~~not ~~products,~~always conclusive and ~~withdraw~~may ~~approvals,~~be ~~any~~susceptible ~~one~~to orvarying ~~more~~interpretations ofthat ~~which~~ could ~~have a~~delay, ~~material~~limit ~~adverse~~or ~~effect~~prevent ~~upon~~regulatory usapproval.

~~Other~~Once approved, the FDA may withdraw the ~~Government~~product ~~Regulations.~~approval Inif ~~addition~~compliance towith ~~laws~~pre- and ~~regulations~~post-marketing ~~enforced~~regulatory standards byis ~~the~~not ~~FDA,~~maintained ~~research~~or ofif ~~Molecular~~problems ~~USA's~~occur ~~products in~~after the ~~United~~product ~~States~~reaches ~~are~~the marketplace. ~~subject~~In toaddition, ~~regulation~~the ~~under~~FDA ~~National~~may ~~Institutes~~require ofpost-marketing ~~Health guidelines~~studies, asreferred to ~~well~~ as ~~under~~Phase ~~the~~4 ~~Controlled Substances Act~~studies, to monitor the ~~Occupational~~effect ~~Safety~~of ~~and~~an ~~Health~~approved ~~Act~~product, ~~the~~and ~~Environmental~~may limit ~~Protection~~further ~~Act,~~marketing of the ~~Toxic~~product ~~Substances~~based ~~Control~~on ~~Act,~~ the results of these ~~Resource~~post-market ~~Conservation~~studies. ~~and~~The ~~Recovery~~FDA ~~Act~~has ~~and~~broad ~~other~~post-market ~~present~~regulatory and ~~potential~~enforcement powers, ~~future~~including ~~federal,~~the ~~state~~ability orto ~~local~~levy ~~laws~~fines and ~~regulations~~civil penalties, assuspend or ~~research~~delay ~~and~~issuance ~~development~~ of ~~its~~approvals, ~~products~~seize ~~involves~~or ~~the~~recall ~~controlled use of hazardous materials~~products, ~~chemicals,~~or ~~viruses~~withdraw ~~and various radioactive compounds~~approvals.

InFacilities ~~addition~~ used to ~~regulations~~manufacture indrugs ~~the~~are subject ~~United~~to ~~States,~~periodic ~~Molecular~~inspection ~~USA's~~by ~~products~~the ~~are~~FDA, ~~subject~~Drug toEnforcement aAgency ~~variety~~and ofother authorities ~~foreign~~where ~~regulations~~applicable, ~~governing clinical trials~~ and ~~commercial~~must ~~sales~~comply ~~and~~with ~~distribution~~the ofFDA’s ~~its~~Current ~~Licensed~~Good Manufacturing ~~Products~~regulations. ~~Whether~~Failure orto ~~not~~comply ~~Molecular~~with ~~USA~~the ~~obtains~~statutory ~~FDA~~and ~~approval~~regulatory requirements ~~for~~subjects ~~a product,~~the ~~Molecular~~manufacturer ~~USA~~to orpossible ~~its~~legal ~~subsidiaries~~or ~~must~~regulatory ~~obtain~~action, such ~~approval~~as suspension of amanufacturing, ~~product~~seizure byof ~~the~~product ~~comparable~~or ~~regulatory~~voluntary ~~authorities~~recall of ~~foreign~~ ~~countries~~a ~~before~~product. itAdverse ~~can~~experiences ~~commence~~with ~~clinical~~the ~~trials~~product ormust ~~marketing~~be ofreported to the ~~product~~FDA and could result in ~~those~~the ~~countries.~~imposition ~~The~~of ~~approval~~market ~~process~~restriction ~~varies~~through ~~from~~labeling changes ~~country~~or toin ~~country,~~product ~~and~~removal. ~~the~~Product ~~time~~approvals may be ~~longer~~withdrawn orif ~~shorter~~compliance ~~than~~with regulatory ~~that~~requirements ~~required~~is ~~for~~not ~~FDA~~maintained ~~approval.~~or ~~The~~if ~~requirements~~problems ~~governing~~concerning ~~the~~safety ~~conduct~~or efficacy of ~~clinical~~the ~~trials,~~ product ~~licensing,~~occur ~~pricing~~following ~~and reimbursement vary greatly from country to country~~approval.

~~Sarbanes-Oxley~~With ~~Act~~respect ofto ~~2002.~~post-market product Onadvertising ~~July~~and 30promotion, ~~2002,~~the ~~President~~FDA ~~Bush~~imposes ~~signed~~a ~~into~~number ~~law~~of ~~the~~complex ~~Sarbanes-Oxley~~regulations ~~Act~~on entities ofthat ~~2002 ("SOA").~~advertise ~~The~~and ~~SOA~~promote ~~imposes~~pharmaceuticals, awhich ~~wide~~include, ~~variety~~among other ofthings, ~~new~~standards ~~requirements~~and onregulations ~~both~~relating ~~U.S.~~to ~~and~~direct-to-consumer ~~non~~advertising, off-~~U.S.~~label ~~companies~~promotion, ~~that~~industry-sponsored ~~file~~scientific orand ~~are~~educational activities, ~~required~~and topromotional ~~file~~activities ~~periodic~~involving ~~reports~~the ~~with~~Internet. ~~the~~The ~~Securities~~FDA ~~and~~has ~~Exchange~~very ~~Commission~~broad ~~(the~~enforcement ~~"SEC")~~authority under the ~~Securities~~Federal ~~Exchange~~Food, Drug and Cosmetic Act, ofand ~~1934.~~failure ~~Many~~to ofabide by these ~~new~~regulations ~~requirements~~can result ~~will~~in ~~affect~~penalties ~~Molecular~~including ~~USA~~the ~~and~~issuance ~~its~~of ~~board~~a ofwarning ~~directors.~~letter ~~For~~directing ~~instance~~the entity to correct deviations from FDA standards, ~~under~~a requirement that future advertising and promotional materials be pre-cleared by the ~~SOA~~FDA, ~~Molecular~~and ~~USA~~state isand ~~required~~federal civil ~~to:~~and criminal investigations and prosecutions.

·Research ~~form~~facilities anare ~~audit~~subject ~~committees~~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 ~~compliance~~connection with the ~~SOA;~~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.

·Other ~~have~~Government Regulations. In addition to laws and regulations enforced by the FDA, research of Molecular USA'’s products ~~chief~~in ~~executive~~the ~~officer~~United States are subject to regulation under National Institutes of Health guidelines, as well as under the Controlled Substances Act, the Occupational Safety and ~~chief~~Health ~~financial~~Act, ~~officer~~the ~~are~~Environmental ~~required~~Protection toAct, the ~~certify~~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 ~~financial~~products ~~statements;~~involves the controlled use of hazardous materials, chemicals, viruses and various radioactive compounds.

·In ~~ensure~~addition to regulations in the United States, Molecular USA'’s ~~directors~~products are subject to a variety of foreign regulations governing clinical trials and ~~senior~~commercial ~~officers~~sales ~~are~~and ~~required~~distribution toof its ~~forfeit~~Licensed ~~all~~Products. ~~bonuses~~Whether or ~~other~~not ~~incentive-based~~Molecular ~~compensation~~USA ~~and~~obtains ~~profits~~FDA ~~received~~approval ~~from~~for a product, Molecular USA or its subsidiaries must obtain approval of a product by the ~~sale~~comparable regulatory authorities of ~~Molecular~~foreign ~~USA's~~countries ~~securities~~before it can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country, and the ~~twelve~~time ~~month~~may ~~period~~be ~~following~~longer ~~initial~~or shorter ~~publication~~than ofthat ~~any~~required for FDA approval. The requirements governing the conduct of ~~Molecular~~clinical ~~USA's~~trials, ~~financial~~product ~~statements~~licensing, ~~that~~pricing ~~later~~and ~~require~~reimbursement ~~restatement;~~vary greatly from country to country.

·Sarbanes-Oxley Act ~~disclose~~of ~~any~~2002. ~~off~~On July 30, 2002, President Bush signed into law the Sarbanes-~~balance~~Oxley ~~sheet~~Act ~~transactions~~of as2002 ("SOA"). The SOA imposes a wide variety of new requirements on both U.S. and non-U.S. companies, that file or are required byto 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:

· form ~~prohibit~~an ~~all~~audit ~~personal~~committees ~~loans~~in tocompliance ~~directors~~with ~~and~~the ~~officers~~SOA;

~~· insure directors, officers and 10% holders file their Forms 4's within two days of a transaction;~~5

	·	adopt a code of ethics and file a Form 8-K whenever there is a change or waiver of this code; and
	·	insure Molecular USA's auditor is independent as defined by the SOA.

· ensure Molecular USA’s chief executive officer and chief financial officer are required to certify its financial statements;

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

~~The SOA has required us to review our current~~· ~~procedures~~disclose ~~and~~any ~~policies~~off-balance tosheet ~~determine~~transactions ~~whether~~as ~~they~~required ~~comply~~by ~~with~~ the SOA and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the SOA and will take whatever actions are necessary to ensure that we are in compliance.;

~~Environmental~~· prohibit ~~Compliance~~all personal loans to directors and officers;

~~The nature of Molecular USA's and MPLA's~~· ~~business~~ensure ~~does~~directors, ~~not~~officers ~~require special environmental or local government approval. Molecular USA~~ and ~~MPLA~~10% ~~are~~holders ~~compliant~~file ~~with~~their ~~all~~Forms ~~environmental~~4's within ~~laws.~~two ~~The~~days ~~cost~~ of ~~such~~a ~~compliance is minimal for the Corporation.~~transaction;

~~Research~~· &adopt ~~Development~~a code of ethics and file a Form 8-K whenever there is a change or waiver of this code; and

In· ensure ~~the year ended 2012,~~ Molecular USA’s ~~spent approximately~~auditor ~~$100,624~~is onindependent ~~research~~as ~~and~~defined ~~development~~by ~~and $52,690 for~~ the ~~year ended 2011 through consultants~~SOA.

~~Employees~~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. We will continue to monitor our compliance with all future regulations that are adopted under the SOA and will take whatever actions are necessary to ensure that we are in compliance.

InEnvironmental the year ended 2012, Molecular USA did not have any employees and does not intend to hire any employees in the upcoming year. We rely heavily on outside contractors to conduct our business.Compliance

~~Immediate~~The nature ~~Business~~of ~~Plans~~Molecular USA’s and MPLA’s business does not require special environmental or local government approval. Molecular USA and MPLA are compliant with all environmental laws. The cost of such compliance is minimal for the Corporation.

TheResearch Corporation,& through its subsidiary MPLA, plans to continue to pursue the various levels of the international regulatory approval processes. Applications and product opportunities for Tripeptofen are believed to be broad and cover a range of 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.Development

OnIn ~~commercial~~the ~~development,~~year ~~MPLA will focus~~ended on2013, ~~consolidating~~Molecular ~~the~~USA ~~regulatory~~spent ~~pathway~~approximately ~~work~~$134,223 inon ~~order~~research toand ~~prioritize the path to market. Jeff Edwards will work to set-out the strategies~~development ~~designed~~and to$100,624 ~~maximize~~for the ~~multi-jurisdictional~~year ~~capabilities~~ended of2012 ~~MPLA's~~through ~~development teams~~consultants.

Reports to Securities HoldersEmployees

WeIn ~~are~~the ~~required~~year toended ~~file~~2013, ~~annual~~Molecular ~~reports~~USA ondid ~~Form~~not ~~10-K~~have ~~and~~any ~~quarterly~~employees ~~reports on Form 10-Q with the SEC on a regular basis,~~ and ~~will~~does benot ~~required~~intend to ~~timely~~hire ~~disclose~~any ~~certain~~employees ~~material events (e.g., changes~~ in ~~corporate control; acquisitions or dispositions of a significant amount of assets other than in~~ the ~~ordinary~~upcoming ~~course~~year. ofWe ~~business;~~rely ~~and~~heavily ~~bankruptcy)~~on inoutside acontractors ~~current~~to ~~report~~conduct onour ~~Form 8-K~~business.

AlthoughImmediate ourBusiness Internet site www.mpl-usa.com does not contain our reports, you may read and copy any materials we file with the SEC at their Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. 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.Plans

6The Corporation, through its subsidiary MPLA, plans to continue to pursue the various levels of the international regulatory approval processes. Applications and product opportunities for Tripeptofen are believed to be broad and cover a range of 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.

~~Item~~On 1Acommercial development, MPLA will focus on consolidating the regulatory pathway work in order to prioritize the path to market. ~~Risk~~Jeffrey ~~Factors~~Edwards will work to set-out the strategies designed to maximize the multi-jurisdictional capabilities of MPLA's development teams.

NoReports disclosureto isSecurities required hereunder as the Corporation is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.Holders

~~Item~~We 1Bare required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., ~~Unresolved~~changes ~~Staff~~in corporate ~~Comments~~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.

~~Not~~Although ~~applicable~~our Internet site www.mpl-usa.com does not contain our reports, you may read and copy any materials we file with the SEC at their Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. 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.

~~Item 2. Properties~~6

MolecularItem USA's office space is located at Drug Discovery Centre, 28 Oxford Street, Leederville 6007 Perth, Western Australia1A. ThisRisk office space was provided free of charge during the year ended June 30, 2012, from a corporation controlled by an officer of PharmaNet.Factors

No disclosure is required hereunder as the Corporation is a "smaller reporting company," as defined in Item 3.10(f) ~~Legal~~of ~~Proceedings~~Regulation S-K.

WeItem know of no material, active or pending legal proceedings against our Corporation, nor are we involved as a plaintiff in any material proceeding or pending litigation1B. There areUnresolved noStaff 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.Comments

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

NotItem Applicable2. Properties

~~PART~~Molecular IIUSA’s office space is located at Drug Discovery Centre, 28 Oxford Street, Leederville 6007 Perth, Western Australia. This office space was provided free of charge during the year ended June 30, 2013, from a corporation controlled by an officer of PharmaNet.

Item 5 3. MarketLegal for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesProceedings

~~Our~~We ~~common~~know ~~shares~~of ~~are~~no ~~quoted~~material, onactive ~~the~~or ~~PinkSheets~~pending legal ~~under~~proceedings ~~the~~against ~~symbol~~our ~~"MLPH".~~Corporation, ~~The~~nor ~~following~~are ~~quotations~~we ~~reflect~~involved ~~the~~as ~~high~~a ~~and~~plaintiff ~~low~~in ~~bids for our common stock based on~~any ~~inter-dealer~~material ~~prices,~~proceeding ~~without retail mark-up, mark-down~~ or ~~commission~~pending ~~and~~litigation. ~~may~~There ~~not~~are ~~represent~~no ~~actual~~proceedings ~~transactions.~~in ~~The high and low~~which ~~bid~~any ~~prices~~of ~~for~~ our ~~common~~directors, ~~shares~~officers ~~(obtained~~or ~~from~~affiliates, ~~www.quotemedia.com)~~or ~~for~~any ~~each~~registered ~~full~~or ~~financial~~beneficial shareholder, ~~quarter~~is ~~for~~an ~~the~~adverse ~~two~~party ~~most~~or ~~recent~~has ~~full fiscal~~a ~~years~~material ~~were~~interest asadverse ~~follows:~~to our interest.

Quarter Ended(1) (2)			High	Low
June 30, 2012			$0.043	$0.008
March 31, 2012			$0.017	$0.0011
December 31, 2011			$0.0013	$0.001
September 30, 2011			$0.01	$0.003
June 30, 2011			$0.006	$0.004
March 31, 2011			$0.013	$0.0138
December 31, 2010			$0.038	$0.008
September 30, 2010			$0.038	$0.037
June 30, 2010			$0.028	$0.018
March 31, 2010			$0.057	$0.018
Notes:
	(1)	The quotations above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
	(2)	Molecular USA was originally first quoted on the OTCBB on May 13, 2005 under the symbol "BHWV". Its symbol was changed to "MLPH" on August 29, 2005. On November 26, 2007, the stock was moved to the PinkSheet quotation system for failure to comply with NASD 6530. The shares of Molecular were eligible to be quoted once again on the OTCBB on November 26, 2008 on application request by a market maker of the common stock of Molecular.

Item 4. Mine Safety Disclosures

7Not Applicable.

HoldersPART of Common StockII

~~Dividends~~Our common shares are quoted on the PinkSheets under the symbol "MLPH". The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices for our common shares (obtained from www.quotemedia.com) for each full financial quarter for the two most recent full fiscal years were as follows:

~~Molecular~~ ~~USA~~ Quarter ~~has~~Ended(1) ~~never~~(2) High Low ~~declared~~ ~~nor~~ June ~~paid~~30, ~~any~~2013 ~~cash~~ $0.02 $0.01 ~~dividends~~ on March ~~its~~31, ~~capital~~2013 $0.014 $0.01 ~~stock~~ ~~and~~ December ~~does~~31, ~~not~~2012 $0.015 $0.01 ~~anticipate~~ ~~paying~~ September ~~cash~~30, ~~dividends~~2012 $0.0198 $0.0081 in ~~the~~ June ~~foreseeable~~30, ~~future~~2012 $0.043 $0.008 ~~Molecular~~ ~~USA's~~ ~~current~~ March ~~policy~~31, is2012 $0.017 $0.0011 to ~~retain~~ December ~~any~~31, ~~earnings~~2011 $0.0013 $0.001 in ~~order~~ September to30, ~~finance~~2011 $0.01 $0.003 ~~the~~ ~~expansion~~ June of30, ~~its~~2011 $0.006 $0.004 ~~operations~~ March 31, 2011 $0.013 $0.0138 ~~Molecular~~ ~~USA's~~ Notes: ~~board~~ of (1) The ~~directors~~quotations above reflect inter-dealer prices, ~~will~~ without ~~determine~~retail ~~future~~mark-up, ~~declaration~~mark-down or commission and ~~payment~~may ofnot ~~dividends~~represent actual transactions. (2) Molecular USA was originally first quoted on the OTCBB on May 13, if2005 ~~any~~under the symbol "BHWV". Its symbol was changed to "MLPH" on August 29, in2005. ~~light~~On ofNovember 26, 2007, the ~~then-current~~stock ~~conditions~~was ~~they~~moved ~~deem~~to ~~relevant~~the ~~and~~ PinkSheet inquotation ~~accordance~~system for failure to comply with NASD 6530. The shares of Molecular USA were eligible to be quoted once again on the ~~Nevada~~OTCBB ~~Revised~~on November ~~Statutes~~26, 2008 on application request by a market maker of the common stock of Molecular USA.

~~Equity Compensation Plan~~7

~~We do not have any securities authorized for~~ ~~issuance~~Holders ~~under~~of ~~any~~Common ~~equity compensation plans.~~Stock

~~Recent~~As of ~~Sales~~July 31, 2013, there were 19 registered shareholders of ~~Unregistered~~Molecular ~~Securities~~USA’s common stock.

None.Dividends

~~Item~~Molecular USA 6has never declared nor paid any cash dividends on its capital stock and does not anticipate paying cash dividends in the foreseeable future. ~~Selected~~Molecular USA’s ~~Financial~~current ~~Data~~policy is to retain any earnings in order to finance the expansion of its operations. Molecular USA’s board of directors will determine future declaration and payment of dividends, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

NoEquity disclosureCompensation is required hereunder as Molecular USA is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.Plan

~~Item~~We do 7.not ~~Management~~have ~~Discussion~~any ~~and~~securities ~~Analysis~~authorized offor ~~Financial~~issuance ~~Condition~~under ~~and~~any ~~Results~~equity compensation ~~of Operations~~plans.

THERecent FOLLOWINGSales ANALYSIS OFof THEUnregistered RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE CORPORATION FOR YEAR ENDING JUNE 30, 2012, SHOULD BE READ IN CONJUNCTION WITH THE CORPORATION'S CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THE FORM 10-K.Securities

~~Our consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles~~None.

2012Item Activities6. andSelected DevelopmentsFinancial Data

~~For~~No ~~the~~disclosure ~~year ended June 30, 2012, our net loss~~is ~~was~~required ~~$179,382~~hereunder ~~($0.002~~as per share). The loss per share was based on an average of 111,553,740 common shares outstanding. For the year ended June 30, 2011, our net loss was $121,860 ($0.001 per share). The loss per share was based on an average of 111,553,740 common shares outstanding. For the year ended June 30, 2010, our net loss was $117,220 ($0.001 per share). The loss per share was based on a weighted average of 111,553,740 common shares outstanding. For the period from inception on July 14, 2004 to June 30, 2012, Molecular USA ~~has~~is ana ~~accumulated~~"smaller ~~net~~reporting ~~loss of $1~~company,~~852,048. Molecular~~" ~~has~~as ~~working~~defined ~~capital~~in ~~deficit~~Item ~~of $11,570 at June 30, 2012~~ 10(~~June 30, 2011 – $4,771~~f). ~~As a~~of ~~result~~Regulation ~~our auditors have substantial doubt about our ability to continue as a going concern unless we are able to generate sufficient cash flows to meet our obligations and sustain our operations~~S-K.

ToItem achieve7. ourManagement goalsDiscussion and objectivesAnalysis for the next 12 months, we plan to raise additional capital through future private placements of ourFinancial equityCondition securities and/or futureResults financing fromof our majority shareholder PharmaNet and, if available on satisfactory terms, or debt financing.Operations

IfTHE weFOLLOWING ~~are~~ANALYSIS ~~unsuccessful~~OF inTHE ~~obtaining~~RESULTS ~~new~~OF ~~capital, our~~OPERATIONS ~~ability~~AND toFINANCIAL CONDITION ~~seek~~OF ~~and~~THE ~~consummate~~CORPORATION ~~strategic~~FOR ~~acquisitions~~YEAR toENDING JUNE ~~build~~30, ~~our~~2013, ~~Corporation~~SHOULD ~~internationally~~BE ~~and~~READ toIN ~~expand~~CONJUNCTION onWITH ~~our~~THE ~~business~~CORPORATION’S CONSOLIDATED ~~development~~FINANCIAL ~~and~~STATEMENTS, ~~marketing~~INCLUDING ~~programs~~THE ~~could~~NOTES beTHERETO ~~adversely~~CONTAINED ~~affected~~ELSEWHERE IN THE FORM 10-K.

8Our consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP").

Results2013 ofActivities Operationand Developments

For the ~~years~~year ended June 30, 2013, ~~2012~~our net loss was $209,900 ($0.002 per share). The loss per share was based on an average of 111,553,740 common shares outstanding. For the year ended June 30, ~~2011and~~2012, our net loss was $179,382 ($0.002 per share). The loss per share was based on an average of 111,553,740 common shares outstanding. For the year ended June 30, ~~2010~~2011, ~~and~~our ~~for~~net loss was $121,860 ($0.001 per share). The loss per share was based on a weighted average of 111,553,740 common shares outstanding. For the period from inception on July 14, 2004 ~~(inception)~~to June 30, ~~through~~2013, toMolecular USA has an accumulated net loss of $2,061,948. Molecular has working capital deficit of $9,512 at June 30, 2013 (June 30, 2012 – $11,570). As a result, our auditors have substantial doubt about our ability to continue as a going concern unless we are able to generate sufficient cash flows to meet our obligations and sustain our operations.

~~REVENUES~~To achieve our goals and objectives for the next 12 months, we plan to raise additional capital through future private placements of our equity securities and/or future financing from our majority shareholder PharmaNet and, if available on satisfactory terms, or debt financing.

~~REVENUE~~If ~~– Molecular~~we ~~has~~are ~~net~~unsuccessful ~~loss~~in obtaining ofnew ~~$179~~capital,~~382~~ ~~for~~our ~~the~~ability ~~year~~to ~~ended~~seek ~~June~~and ~~30,~~consummate ~~2012~~strategic acquisitions ~~(June~~to ~~30,~~build ~~2011~~our –Corporation ~~$121,860;~~internationally ~~June 30, 2010 – $117,220; cumulative - $1,852,048)~~ and ~~$1,852,048 for the period from inception~~ to ~~June~~expand ~~30,~~on ~~2012.~~our Tobusiness ~~date,~~development weand ~~have~~marketing ~~generated~~programs nocould ~~revenue~~be ~~from~~adversely ~~our business operations~~affected.

LOANS – As of June 30, 2012, PharmaNet has loaned Molecular USA a total of $2,036,760 for working capital (June 30, 2011 - $1,896,625). The advance does not carry an interest rate, is unsecured and has no fixed terms of repayment.8

COMMONResults STOCKof – Net cash provided by financing activities during the year ended June 30, 2012 was $Nil (June 30, 2011 - $Nil).Operation

~~EXPENSES~~For the years ended June 30, 2013, June 30, 2012 and June 30, 2011 and for the period from July 14, 2004 (inception) through to June 30, 2013.

~~SUMMARY~~REVENUES – Total expenses were $179,382 for the year ended June 30, 2012. Total expenses were $121,860 for the year ended June 30, 2011 and total expenses were $117,220 for the year ended June 30, 2010. Expenses have increased in the year ended June 30, 2012, by $57,522. A total of $2,137,019 in expenses has been incurred by Molecular USA since inception on July 14, 2004, through to June 30, 2012. The increase in costs over the past year has occurred as the result of an increase in consulting fees over the year. The costs can be subdivided into the following categories.

~~Rent~~REVENUE ~~Expenses:~~– Molecular ~~USA~~ ~~incurred~~has ~~$Nil~~net inloss ~~rent~~of ~~expenses~~$209,900 for the ~~years~~ year ended June 30, ~~2012,~~2013 (June 30, ~~2011~~2012 ~~and~~– $179,382; June 30, ~~2010,~~ ~~while~~2011 a– ~~total~~$121,860; cumulative of- $272,~~759~~061,948) ~~was~~and ~~incurred~~$2,061,948 infor the period from inception onto ~~July~~June 30, 142013. To date, ~~2004~~we have generated no torevenue ~~June~~from ~~30,~~our ~~2012~~business operations.

~~Consulting~~LOANS ~~Expenses: Molecular~~– ~~USA~~As ~~relies on consultants and other third parties to conduct the majority~~ of ~~its~~June ~~research.~~30, ~~For~~2013, ~~the~~PharmaNet ~~year~~has ~~ended~~loaned ~~June 30,~~Molecular ~~2012,~~USA a total of $~~100~~2,~~624 in consulting expenses was incurred as compared to $52~~007,~~690~~468 for ~~the~~working ~~year~~capital ~~ended~~ (June 30, ~~2011~~2012 ~~and~~- $412,~~920 for the year ended June 30~~036, ~~2010~~760). WeThe advance ~~have~~does ~~incurred~~not acarry ~~total~~an ofinterest $1rate,~~290,141~~ inis ~~the~~unsecured ~~period from~~and ~~inception~~has onno ~~July~~fixed ~~14,~~terms ~~2004 to June 30, 2012~~of repayment.

~~Analysis~~COMMON ~~Costs:~~STOCK ~~Molecular USA~~– ~~incurred~~Net ~~$Nil~~cash inprovided ~~analysis~~by ~~costs~~financing ~~for~~activities during the ~~years~~year ended June 30, ~~2012,~~2013 ~~June~~was ~~30,~~$Nil ~~2011 and~~ (June 30, ~~2010~~2012 ~~while~~- ~~a total of~~ $~~33,947 was incurred in the period from inception on July 14, 2004 to June 30, 2012~~Nil).

~~Advertising~~EXPENSES and Promotion Fees: Molecular USA has spent a nominal amount in this area. During the years ended June 30, 2012, June 30, 2011 and June 30, 2010, we spent $Nil on advertising and promotional fees. We have incurred a total of $23,739 in the period from inception on July 14, 2004 to June 30, 2012.

~~Professional~~SUMMARY ~~Fees:~~– ~~Molecular~~Total ~~USA~~expenses ~~incurred~~were $48209,~~607~~077 infor ~~professional~~the ~~fees~~year ended June 30, 2013. Total expenses were $179,382 for the year ended June 30, 2012, asand ~~compared to~~total expenses were $42121,~~142~~860 for the year ended June 30, 2011. ~~and~~Expenses ~~$44,766~~have ~~for~~increased in the year ended June 30, ~~2010~~2013, by $29,695. ~~From~~A total of $2,346,096 in expenses has been incurred by Molecular USA since inception on July 14, 2004, through to June 30, ~~2012,~~2013. The weincrease ~~have~~in ~~incurred~~costs aover ~~total~~the past year has occurred as the result of ~~$359,583~~an increase in ~~professional~~consulting fees ~~mainly~~over ~~spent~~the onyear. ~~legal~~The costs ~~and~~can ~~accounting~~be ~~matters~~subdivided into the following categories.

~~Public~~Rent ~~Relations~~Expenses: Molecular ~~USA~~ USA incurred $Nil in rent expenses for the years ended June 30, ~~2012~~2013, June 30, 2012 ~~2011~~ and June 30, ~~2010~~2011, while a total of $327,~~656~~759 was incurred in the period from inception on July 14, 2004 to June 30, ~~2012.~~20

13.

~~Travel~~Consulting ~~Costs~~Expenses: ~~Molecular~~ Molecular USA ~~incurred~~relies ~~$7,085~~on inconsultants ~~travel~~and ~~costs~~other ~~for~~third parties to conduct the majority of its research. For the year ended on June 30, ~~2012~~2013, a total of $134,223 in consulting expenses was incurred as compared to $~~Nil~~100,624 ~~in travel costs~~ for the ~~years~~ year ended June 30, ~~2011~~2012 and $52,690 for the year ended June 30, ~~2010~~2011. We have incurred a total of $~~111~~1,~~334~~424,364 in the period from inception on July 14, 2004 to June 30, ~~2012~~2013. This increase can largely be attributed to our attendance at a limited number of pharmacology trade shows and restricting the expense of visiting various research facilities we have ongoing trials or research projects.

~~Salaries~~Analysis ~~and Benefit~~ Costs: ~~Molecular~~ ~~USA and its subsidiary rely primarily on outside consultants and not salaried employees. As a result,~~ Molecular USA incurred $Nil in ~~salaries~~analysis ~~and~~costs ~~benefits~~ for the years ended June 30, ~~2012~~2013, June 30, ~~2011~~2012 and June 30, ~~2010.~~2011 ~~For~~while ~~the~~a ~~period~~total ~~July 14~~of $33,947 ~~2004~~was ~~(inception)~~incurred ~~through~~in ~~June~~the period ~~30,~~from ~~2012,~~inception ~~Molecular~~on ~~USA~~July ~~has~~14, ~~spent~~2004 ato ~~total~~June ~~of $44~~30,~~464 on~~ ~~salaries and benefits~~2013.

~~Molecular~~ ~~USA~~Advertising ~~continues~~and toPromotion ~~carefully control~~Fees: ~~its~~ Molecular ~~expenses~~USA ~~and~~has ~~overall~~spent ~~costs~~a asnominal itamount ~~moves~~in ~~forward~~this ~~with~~area. During the ~~development~~years ended ofJune ~~its~~30, ~~new~~2013, ~~business~~June 30, ~~plan.~~2012 ~~Molecular~~and ~~USA~~June ~~does~~30, ~~not~~2011, ~~have~~we ~~any~~spent $Nil on ~~employees~~ advertising and ~~engages~~promotional ~~personnel~~fees. ~~through~~We ~~outside~~have ~~consulting~~incurred ~~contracts~~a ortotal ~~agreements~~of $23,739 in or the ~~other~~period ~~such~~from ~~arrangements~~inception on July 14, 2004 to June 30, 2013.

9Professional Fees: Molecular USA incurred $45,954 in professional fees for the year ended June 30, 2013, as compared to $48,607 for the year ended June 30, 2012 and $42,142 for the year ended June 30, 2011. From inception to June 30, 2013, we have incurred a total of $405,537 in professional fees mainly spent on legal and accounting matters.

~~INCOME~~Public ~~TAX PROVISION~~Relations: WeMolecular ~~have losses~~USA ~~carried~~ incurred ~~forward~~$Nil for ~~income~~the ~~tax~~years ~~purpose~~ended to June 30, ~~2012.~~2013, ~~There~~June ~~are~~30, no2012 ~~current~~and orJune 30, ~~deferred~~2011, ~~tax~~while ~~expenses~~a ~~for~~total ~~the~~of ~~year ended June 30~~$3,656 ~~2012,~~was ~~due~~incurred toin ~~our~~the ~~loss~~period ~~position.~~from inception Weon ~~have~~July ~~fully~~14, ~~reserved~~2004 ~~for~~to ~~any~~June ~~benefits~~30, of 2013.

~~these~~Travel ~~losses.~~Costs: ~~The~~Molecular ~~deferred~~USA incurred ~~tax~~$376 ~~consequences~~in oftravel ~~temporary~~costs for the year ended on June 30, 2013 as compared to ~~differences~~ $7,085 in ~~reporting~~travel ~~items~~costs for ~~financial~~the ~~statement~~year ended June 30, 2012 and ~~income~~$Nil ~~tax~~for ~~purposes~~the ~~are~~year ended ~~recognized~~June as30, ~~appropriate~~2011. We have incurred a total of $111,710 in the period from inception on July 14, 2004 to June 30, 2013.

~~Liquidity~~Salaries and ~~Capital~~Benefit ~~Resources~~Costs: Molecular USA and its subsidiary rely primarily on outside consultants and not salaried employees. As a result, Molecular USA incurred $Nil in salaries and benefits for the years ended June 30, 2013, June 30, 2012 and June 30, 2011. For the period July 14, 2004 (inception) through June 30, 2013, Molecular USA has spent a total of $44,464 on salaries and benefits.

~~During the year ended June 30, 2012,~~ Molecular USA ~~satisfied~~continues ~~its~~to ~~working~~carefully ~~capital~~control ~~needs by borrowing cash from~~ its ~~parent~~expenses ~~company PharmaNet. As of June 30, 2012, the Company had~~and ~~cash~~overall ~~and~~costs ~~cash~~as ~~equivalents~~it onmoves ~~hand~~forward inwith the ~~amount~~development of ~~$2,572 ($8,675– June 30, 2011) and current payable and accrued liabilities of $19,252 ($20,052 – June 30, 2011). As of June 30, 2012, Molecular USA currently owes~~ its ~~parent~~new ~~company PharmaNet, $2,036,760,~~business ~~an additional $32,688 to other related parties~~plan. ~~Given the proposed business activities of~~ Molecular USA ~~and its subsidiary, management~~ does not ~~expect~~have ~~that~~any ~~the~~employees ~~current~~and ~~level~~engages ofpersonnel ~~cash~~through outside onconsulting ~~hand~~contracts ~~will~~or beagreements or ~~sufficient~~other tosuch ~~fund its operation for the next twelve month period~~arrangements.

To achieve our goals and objectives for the next 12 months, we plan to raise additional capital through private placements of our equity securities and and future financing from our majority shareholder PharmaNet.9

INCOME TAX PROVISION: We ~~plan~~have tolosses ~~use~~carried ~~any~~forward ~~additional~~for ~~funds~~income ~~that~~tax wepurpose to ~~might~~June be30, ~~successful~~2013. There inare ~~raising~~no current or deferred tax expenses for ~~development~~the year ended June 30, as2013, ~~well~~due asto our loss position. We have fully reserved for ~~strategic~~any ~~acquisition~~benefits of ~~existing~~these ~~businesses~~losses. ~~that~~The ~~complement our~~deferred ~~market~~tax ~~niche,~~consequences ~~and~~of ~~general~~temporary ~~working~~differences ~~capital~~in reporting items for financial statement and income tax purposes are recognized as appropriate.

IfLiquidity we are unsuccessful in obtaining new capital, our ability to seek and consummateCapital strategic acquisitions to build our company internationally and to expand of our business development and marketing programs could be adversely affected.Resources

~~Off~~ During the year ended June 30, 2013, Molecular USA satisfied its working capital needs by borrowing cash from its parent company PharmaNet. As of June 30, 2013, the Company had cash and cash equivalents on hand in the amount of $7,046 (June 30, 2012 -~~Balance~~ ~~Sheet~~$2,572) ~~Arrangement~~and current payable and accrued liabilities of $21,628 (June 30, 2012 - $19,252). As of June 30, 2013, Molecular USA currently owes its parent company PharmaNet, $2,007,468 and an additional $37,033 to other 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.

AsTo ofachieve ~~June~~our ~~30,~~goals ~~2012~~and objectives for the next 12 months, we plan ~~have~~to ~~had~~raise noadditional ~~off-balance~~capital through private placements of our equity ~~sheet~~securities ~~arrangements~~and future financing from our majority shareholder PharmaNet.

~~Research~~We plan to use any additional funds that we might be successful in raising for development, as well as for strategic acquisition of existing businesses that complement our market niche, and ~~Development~~general working capital purposes.

~~Since~~If ~~the~~we ~~acquisition~~are ofunsuccessful ~~MPLA~~in obtaining new capital, ~~Molecular~~our ~~USA~~ability to ~~has~~seek ~~adopted~~and ~~MPLA's~~consummate ~~research~~strategic acquisitions to build our company internationally and to expand of our business development ~~program~~and ~~to:~~marketing programs could be adversely affected.

Refine and proveOff-upBalance itsSheet proprietary active ingredients and to commence the processes that will lead to the issue of a Master Drug File registration of its products;Arrangement

~~Define~~As ~~the mode~~ of ~~action~~June ~~and~~30, ~~potential~~2013, ofwe ~~Tripeptofen~~have inhad ~~both~~no inoff-balance ~~vitro,~~sheet ~~animal and human studies;~~arrangements.

GainResearch Australian regulatory and marketing approval;Development

~~Gain~~Since ~~European~~the ~~regulatory~~acquisition ~~approval;~~of MPLA, Molecular USA has adopted MPLA’s research and development program to:

~~Commence~~Refine ~~application~~and ~~for~~prove-up ~~American~~its proprietary ~~regulatory~~active ~~approval.~~ingredients and to commence the processes that will lead to the issue of a Master Drug File registration of its products;
~~MPLA~~Define ~~is in~~ the ~~business~~mode of ~~developing and commercializing~~ a action ~~new analgesic~~ and ~~anti-inflammatory~~potential ~~molecule~~of ~~known as~~ Tripeptofen. ~~Tripeptofen~~in isboth ~~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~~vitro, ~~Tripeptofen~~animal ~~is unusual due to its rapid speed of action~~ and ~~its topical or rub-on application.~~human studies;
OnGain ~~April 19, 2006, Molecular USA announced~~Australian ~~the~~ regulatory ~~filing of a new patent, Tissue Disruption Treatment~~ and ~~Composition~~marketing for 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 systemic, effects and may be significantly less expensive to manufacture than conventional B-SIMs. MPLA is developing its B-SIMs to stop the tissue disruption that occurs after injury by suppressing the body's reactions, such as inflammation and damage/death of otherwise uninjured cells that are triggered in response to primary injury.approval;
~~The~~Gain ~~first conditions targeted by MPLA will~~European be regulatory the musculoskeletal injuries. The use of a B-SIM in these markets represents a new approach to one of the world's largest over the counter drug markets and includes indications such as joint inflammation, musculoskeletal pain, overuse and strain injuries, burns and even surgical and cosmetic procedures. MPLA's proprietary, industrially scalable peptide-ligand bond exchange (PLBE) B-SIMs manufacturing process involves the disassociation of proteins, rather than the far more costly process of assembling B-SIMs one sequence at a time. The patent was lodged in the name of Cambridge Scientific Pty. Ltd.approval; ~~however, Molecular USA holds the worldwide exclusive license to manufacture, commercialize, market~~ and ~~distribute topical anti-inflammatory and analgesic products based on the proprietary MPL-TL compound.~~
10Commence application for American regulatory approval.

~~Molecular~~MPLA ~~USA~~ is ~~still~~in ~~working~~the onbusiness ~~the~~of ~~projections regarding~~developing ~~the~~and ~~necessary~~commercializing ~~expenditure~~a new analgesic and ~~time~~anti-inflammatory ~~frame~~molecule ~~involved~~known as Tripeptofen. Tripeptofen is likely to appear in ~~pursuing~~a ~~this~~new ~~research~~group ~~and~~of ~~development~~products ~~program.~~suitable ~~Any~~for ~~such~~the ~~program~~treatment of ~~will~~common ~~also~~every-day bepain. ~~subject~~As toan ~~Molecular~~analgesic ~~USA~~and ~~raising~~anti-inflammatory ~~the~~drug, ~~necessary~~Tripeptofen is ~~funds~~unusual due to ~~advance~~its ~~such~~rapid aspeed ~~program~~of action and its topical or rub-on application.

~~Capital~~On ~~Expenditure~~April ~~Commitments~~19, 2006, Molecular USA announced the 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 of topical biological secondary injury mediators (B-SIMs) that should have local, rather than systemic, effects and may be significantly less expensive to manufacture than conventional B-SIMs. MPLA is developing its B-SIMs to stop the tissue disruption that occurs after injury by suppressing the body’s reactions, such as inflammation and damage/death of otherwise uninjured cells that are triggered in response to primary injury.

~~Capital~~The ~~expenditures~~first ~~during~~conditions targeted by MPLA will be the ~~year~~musculoskeletal injuries. The ~~ended~~use of a B-SIM in ~~June~~these ~~30,~~markets ~~2012,~~represents ~~amounted~~a new approach to ~~$Nil~~one ~~($Nil~~of ~~for~~the world’s largest over the ~~years~~counter ~~ended~~drug ~~June~~markets 30and includes indications such as joint inflammation, ~~2011~~musculoskeletal pain, overuse and ~~June~~strain 30injuries, ~~2010~~burns and even surgical and cosmetic procedures. MPLA’s proprietary, industrially scalable peptide-ligand bond exchange ("PLBE") B-SIMs 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 ~~does~~holds ~~not~~the ~~anticipate~~worldwide ~~any~~exclusive license to manufacture, ~~significant~~commercialize, ~~purchase~~market orand ~~sale~~distribute oftopical ~~equipment~~anti-inflammatory ~~over~~and analgesic products based on the ~~next~~proprietary 12MPL-TL ~~months~~compound.

~~Strategic Acquisitions~~10

~~On November 25, 2005,~~ Molecular USA ~~entered into~~is astill ~~share~~working ~~purchase~~on ~~agreement~~the ~~dated~~projections ~~November~~regarding ~~25,~~the necessary ~~2005~~expenditure ~~with~~and ~~PharmaNet~~time toframe ~~acquire~~involved ~~100%~~in ofpursuing ~~the~~this ~~issued~~research and ~~outstanding shares of~~ ~~MPLA~~development program. ~~Molecular~~Any ~~USA~~such ~~issued~~program awill ~~total~~also ofbe ~~88,000,000~~subject ~~shares of its common stock~~ to ~~PharmaNet the parent corporation of MPLA. Accordingly, PharmaNet controls approximately 79% of~~ Molecular USA's raising ~~issued~~the ~~and~~necessary ~~outstanding~~funds ~~shares~~to ofadvance ~~common~~such ~~stock~~a program.

RecentCapital AccountingExpenditure PronouncementsCommitments

InCapital ~~December~~expenditures ~~2011,~~during the ~~Financial~~year ~~Accounting~~ended ~~Standards~~June ~~Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-12~~30, ~~"Comprehensive Income". This ASU effectively defers the changes in ASU No. 2011-05~~2013, ~~"Presentation~~amounted ~~of Comprehensive Income" that relate~~ to ~~the presentation of reclassification adjustments out of accumulated other comprehensive income. ASU No. 2011-12~~ ~~should~~$Nil be($Nil ~~applied retrospectively and is effective~~ for ~~fiscal~~the years, ~~and~~ended ~~interim~~June ~~periods within those years~~30, ~~beginning~~2012 and ~~after~~June ~~December 15~~30, 2011). AsMolecular ~~ASU~~USA ~~No.~~does ~~2011-12~~not ~~relates~~anticipate ~~only~~any significant topurchase ~~the~~or ~~presentation~~sale of ~~Comprehensive~~equipment ~~Income,~~over the ~~adoption~~next of12 ~~this update will not have a material effect on Molecular USA's consolidated financial statements~~months.

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

InOn ~~May~~November ~~2011~~25, ~~the FASB issued ASU No. 2011-04~~2005, ~~"Fair~~ ~~Value~~Molecular ~~Measurement"~~USA ~~to amend the accounting and disclosure requirements on fair value measurements. This~~entered ~~ASU~~into ~~limits~~a ~~the~~share ~~highest-and-best-use~~purchase ~~measure~~agreement todated ~~nonfinancial~~November ~~assets~~25, ~~permits~~2005 ~~certain financial assets and liabilities~~ with ~~off-setting positions~~PharmaNet ~~in market or counterparty credit risks~~ to acquire be100% ~~measured~~of atthe aissued ~~net basis,~~ and ~~provides~~outstanding ~~guidance~~shares ~~on the applicability~~ of ~~premiums and discounts~~MPLA. ~~Additionally,~~Molecular ~~this~~USA ~~update~~issued ~~expands~~a ~~the~~total ~~disclosure on Level 3 inputs by requiring quantitative disclosure~~ of ~~the unobservable~~88,000,000 ~~inputs~~shares ~~and~~of ~~assumptions,~~its ascommon ~~well~~stock asto ~~description~~PharmaNet of the ~~valuation~~parent ~~processes~~corporation ~~and the sensitivity~~ of ~~the~~MPLA. Accordingly, ~~fair~~PharmaNet ~~value~~controls toapproximately ~~changes~~79% inof ~~unobservable~~Molecular ~~inputs.~~USA’s ~~ASU~~issued ~~No. 2011-04 is to be applied prospectively~~ and isoutstanding ~~effective~~shares ~~during interim and annual periods beginning after December 15, 2011. The adoption~~ of ~~this~~common ~~update will not have a material effect on Molecular USA's consolidated financial statements~~stock.

CriticalRecent Accounting Policies and EstimatesPronouncements

~~Our~~Certain ~~audited~~new standards, ~~consolidated~~interpretations, ~~financial~~amendments ~~statements~~ and ~~accompanying~~improvements ~~notes~~to ~~are~~existing ~~prepared~~standards were inissued ~~accordance~~by ~~with~~the ~~generally~~Financial ~~accepted~~Accounting ~~accounting~~Standards ~~principles~~Board ~~used in the United States~~("FASB"). ~~Preparing financial~~The ~~statements~~new ~~requires~~standards, ~~management~~amendments to ~~make~~standards ~~estimates~~ and interpretations ~~assumptions~~ that ~~affect~~have ~~the~~been ~~reported~~issued ~~amounts of assets, liabilities, revenue,~~ and ~~expenses.~~that ~~These estimates and assumptions~~ are ~~affected~~applicable byto ~~management's~~the ~~application of accounting policies. We believe~~Company ~~that~~but ~~understanding~~not ~~the~~effective ~~basis~~during ~~and nature of~~ the ~~estimates~~year ~~and~~ended ~~assumptions~~June ~~involved~~30, ~~with~~2013 ~~the~~are ~~following~~as ~~aspects of our consolidated financial statements is critical to an understanding of our financials.~~follows:

11In April 2013, the FASB issued ASU 2013-07, "Presentation of Financial Statements (Topic 205) – Liquidation Basis of Accounting". These amendments require an entity to prepare its financial statements using the liquidity basis of accounting ("LBA") when liquidation is imminent. Among the requirements of LBA financial statements is that they (a) present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation; (b) include in its presentation of assets any items not previously recognized under U.S. GAAP but that is expected to sell in liquidation or use in settling liabilities; (c) recognize and measure an entity’s liabilities in accordance with U.S. GAAP that otherwise applies to those liabilities; and (d) disclose and entity’s plan for liquidation, the methods and significant assumptions used to measure assets and liabilities, the type and amount of costs and income accrued, and the expected duration of the liquidation process. These amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption is not expected to have an impact on the Company’s consolidated financial statements in its present condition.

~~Stock~~In March 2013, the FASB issued ASU 2013-~~based~~05, ~~Compensation~~"Foreign Currency Matters (Topic 830) – Parent’s Accounting 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 amendments are effective for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity’s fiscal year of adoption. The adoption of these amendments is not expected to have a material effect on the Company’s consolidated financial statements.

~~Effective~~In ~~January~~February 12013, ~~2006, the Corporation~~ ~~adopted~~ the ~~provisions~~FASB ofissued ~~ASC~~ASU ~~718~~2013-04, "~~Compensation~~Liabilities (Topic 405) – ~~Stock~~Obligations ~~Compensation",~~Resulting ~~which~~from ~~establishes~~Joint ~~accounting~~and ~~for~~Several Liability ~~equity~~Arrangements ~~instruments exchanged~~ for ~~employee~~Which ~~services. Under~~ the ~~provisions~~Total Amount of ~~ASC~~the ~~718,~~Obligation ~~stock-based compensation cost~~ is ~~measured~~ Fixed at the Reporting ~~grant~~Date". ~~date,~~These ~~based~~amendments onprovide ~~the~~guidance ~~calculated~~for ~~fair value of~~ the recognition, ~~award~~measurement, and isdisclosure ~~recognized~~of asobligations anresulting ~~expense~~from ~~over~~joint and ~~the~~several ~~employees'~~liability ~~requisite service~~arrangements ~~period~~for ~~(generally~~which the ~~vesting~~total ~~period~~amount of the ~~equity~~obligation within ~~grant).~~the ~~The~~scope ~~Corporation~~of ~~adopted~~this ~~ASC~~guidance ~~718~~is ~~using~~fixed at the ~~modified~~reporting ~~prospective method~~date, ~~which~~except ~~requires~~for obligations ~~the~~addressed ~~Corporation~~within toexisting ~~record~~guidance ~~compensation~~in ~~expense~~U.S. ~~over~~GAAP. ~~the~~Examples ~~vesting~~of obligations ~~period~~within ~~for~~this ~~all~~guidance ~~awards~~are ~~granted~~debt ~~after~~arrangements, ~~the date~~other ~~of adoption~~contractual obligations, and ~~for~~settled ~~the~~litigation ~~unvested~~and ~~portion~~judicial ofrulings. ~~previously~~The ~~granted~~amendments ~~awards~~are effective ~~that~~for ~~remain~~fiscal ~~outstanding~~years, atand ~~the~~interim ~~date~~periods ofwithin ~~adoption.~~those ~~Accordingly~~years, beginning ~~the~~after ~~financial~~December ~~statements~~15, ~~for~~2013. ~~the~~These ~~periods~~amendments ~~prior~~shall tobe ~~January~~applied 1,retrospectively ~~2006~~to all ~~have~~prior ~~not~~periods ~~been~~presented ~~restated~~for tothose ~~reflect~~obligations within the ~~fair~~scope ~~value method~~ of ~~expensing~~this ~~share-based~~Subtopic ~~compensation.~~that ~~The~~exist ~~adoption~~at the beginning of ~~ASC~~an ~~718~~entity’s ~~does~~fiscal ~~not~~year ~~change~~of adoption. ~~the~~Early ~~way~~adoption ~~the~~is ~~Corporation~~permitted. ~~accounts~~The ~~for~~adoption ~~share-based~~of ~~payments~~these toamendments is not ~~non-employees,~~expected ~~with~~to ~~guidance~~have ~~provided~~a bymaterial ~~ASC~~effect ~~505-50,~~on ~~"Equity-Based~~the ~~Payments~~Company’s toconsolidated financial ~~Non-Employees"~~statements.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~11

NoIn ~~disclosure~~February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income". The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements but require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required ~~hereunder~~to aspresent, either on the ~~Corporation~~face of the statement where net income is apresented ~~"smaller~~or ~~reporting~~in ~~company~~the notes," assignificant amounts ~~defined~~reclassified inout ~~Item~~of ~~10(f)~~accumulated other comprehensive income by the respective line items of ~~Regulation~~net income but only if the amount reclassified is required under U.S-K. 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 amendments are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. Early adoption is permitted. The adoption of these amendments is not expected to have a material effect on the Company’s consolidated financial statements.

Item 8.Critical FinancialAccounting StatementsPolicies and Supplementary DataEstimates

~~Report~~Our ofaudited ~~Independent~~consolidated ~~Registered~~financial statements and accompanying notes ~~Public~~are ~~Accounting~~prepared ~~Firm~~in ~~dated~~accordance ~~August~~with 7generally 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, ~~2012~~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 consolidated financial statements is critical to an understanding of our financials.

ConsolidatedStock-based Balance Sheets as at June 30, 2012 and June 30, 2011.Compensation

~~Consolidated~~Effective ~~Statements~~January 1, 2006, the Corporation adopted the provisions of ASC ~~Operations~~718, "Compensation – Stock Compensation", which establishes accounting for equity instruments exchanged for employee services. Under the ~~years~~provisions ~~ended~~of ~~June~~ASC 30718, ~~2012,~~stock-based ~~June~~compensation 30cost is measured at the grant date, ~~2011~~based on the calculated fair value of the award, and ~~June~~is 30recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Corporation adopted ASC 718 using the modified prospective method, ~~2010~~which requires the Corporation to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the ~~period~~unvested ~~from~~portion of previously granted awards that remain outstanding at the date of ~~inception~~adoption. Accordingly, onthe ~~July~~financial 14statements for the periods prior to January 1, ~~2004~~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 Corporation accounts for share-based payments to ~~June~~non-employees, 30with guidance provided by ASC 505-50, ~~2012~~"Equity-Based Payments to Non-Employees".

ConsolidatedItem Statements7A. ofQuantitative Cash Flows for the years ended June 30, 2012, June 30, 2011 and JuneQualitative 30,Disclosures 2010About andMarket for the period from the date of inception on July 14, 2004 to June 30, 2012.Risk

~~Consolidated~~No disclosure ~~Statement~~is ofrequired ~~Stockholders' Deficiency~~hereunder ~~for~~as the ~~years~~Corporation ~~ended~~is ~~June~~a ~~30,~~"smaller reporting ~~2012~~company," ~~June~~as ~~30,~~defined ~~2011~~in ~~and~~Item ~~June~~10(f) ~~30, 2010 and for the period from the date~~ of ~~inception~~Regulation ~~on July 14, 2004 to June 30, 2012~~S-K.

NotesItem to8. Consolidated Financial Statements. and Supplementary Data

12Report of Independent Registered Public Accounting Firm dated August 9, 2013.

~~James~~Consolidated ~~Stafford~~Balance ~~James~~Sheets ~~Stafford,~~as ~~Inc.~~at ~~Chartered~~June ~~Accountants~~30, ~~Suite~~2013 ~~350~~and -June ~~1111 Melville Street Vancouver~~30, ~~British Columbia Canada V6E 3V6 Telephone +1 604 669 0711 Facsimile +1 604 669 0754 www~~2012.~~jamesstafford.ca~~

~~Report~~Consolidated Statements of ~~Independent~~Operations ~~Registered~~for ~~Public~~the ~~Accounting~~years ~~Firm~~ended June 30, 2013, June 30, 2012 and June 30, 2011 and for the period from the date of inception on July 14, 2004 to June 30, 2013.

ToConsolidated Statements of Cash Flows for the ~~Board~~years ofended ~~Directors~~June 30, 2013, June 30, 2012 and ~~Stockholders~~June 30, 2011 and for the period from the date of inception ~~Molecular~~on ~~Pharmacology~~July ~~(USA)~~14, ~~Limited (A~~2004 ~~Development~~to ~~Stage~~June ~~Company)~~30, 2013.

WeConsolidated ~~have~~Statements ~~audited the accompanying consolidated balance sheets~~ of ~~Molecular~~Changes ~~Pharmacology~~in ~~(USA)~~Stockholders' ~~Limited~~Deficiency (Afor ~~Development Stage Company) (~~the years ~~"Company")~~ended asJune of 30, 2013, June 30, 2012 and ~~2011~~June ~~and the related consolidated statements of operations~~30, ~~cash~~2011 ~~flows~~ and ~~changes in stockholders' deficiency~~ for ~~each~~ of the ~~years in the three-year~~ period ~~ended 30 June 2012. These~~ ~~consolidated~~from ~~financial statements are~~ the ~~responsibility~~date of ~~the~~inception ~~Company's management.~~on ~~Our~~July ~~responsibility~~14, is2004 to ~~express~~June an30, ~~opinion on these consolidated financial statements based on our audits~~2013.

WeNotes ~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit~~ to ~~obtain reasonable~~Consolidated ~~assurance~~Financial ~~about whether the financial statements are free of material misstatement~~Statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 2012 and 2011 and the results of its operations and its cash flows for each of the years in the three-year period ended 30 June 2012 in conformity with accounting principles generally accepted in the United States of America.12

~~The~~James ~~accompanying~~Stafford ~~consolidated~~James ~~financial statements~~Stafford, ~~have been prepared assuming that the Company will continue as a going concern~~Inc. As ~~discussed~~Chartered inAccountants ~~Note~~Suite 1350 to- ~~the~~1111 ~~consolidated~~Melville ~~financial~~Street ~~statements~~Vancouver, ~~conditions~~ ~~exist~~British ~~which~~Columbia ~~raise~~Canada ~~substantial~~V6E ~~doubt~~3V6 ~~about~~Telephone ~~the~~+1 ~~Company's~~604 ~~ability~~669 ~~to continue~~0711 asFacsimile ~~a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management's plans in regard to these matters are also described in Note~~ +1. ~~The~~604 ~~consolidated~~669 ~~financial statements~~0754 ~~do not include any adjustments that might result from the outcome of this uncertainty~~www.jamesstafford.ca

~~/s/~~Report ~~James~~of ~~Stafford~~Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders' of ~~Chartered~~Molecular ~~Accountants~~Pharmacology (USA) Limited (A Development Stage Company)

We have audited the accompanying ~~Vancouver~~consolidated balance sheets of Molecular Pharmacology (USA) Limited (A Development Stage Company) (the "Company") as at 30 June 2013 and 2012 and the related consolidated statements of operations, ~~Canada~~ cash flows and changes in stockholders' deficiency for each of the years in the three-year period ended 30 June 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

7We ~~August~~conducted ~~2012~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

13In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at 30 June 2013 and 2012 and the results of its operations and its cash flows for each of the years in the three-year period ended 30 June 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial ~~Molecular~~statements ~~Pharmacology~~have ~~(USA)~~been ~~Limited~~prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management's plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(A/s/ ~~Development~~James ~~Stage Company)~~Stafford

~~Consolidated~~Chartered ~~Financial Statements~~Accountants

~~(Expressed~~Vancouver, ~~in U.S. Dollars)~~Canada

309 ~~June~~August ~~2012~~2013

1413

Molecular Pharmacology (USA) Limited

(A Development Stage Company)

~~Consolidated~~ ~~Balance~~Consolidated ~~Sheets~~Financial Statements

(Expressed in U.S. Dollars)

	As at 30 June 2012	As at 30 June 2011
	$	$
Assets
Current
Cash and cash equivalents	2,572	8,675
Amounts receivable	5,110	6,606
	7,682	15,281
Equipment (Note 4)	1,159	1,608
	8,841	16,889
Liabilities
Current
Accounts payable and accrued liabilities (Note 5)	19,252	20,052
Due to related parties (Note 6)	2,069,448	1,963,529
	2,088,700	1,983,581
Stockholders' deficiency
Capital stock (Note 7)
Authorized
300,000,000 common shares, par value $0.001
Issued and outstanding
30 June 2012 – 111,553,740 common shares, par value $0.001
30 June 2011 – 111,553,740 common shares, par value $0.001	111,554	111,554
Additional paid-in capital	106,707	106,707
Cumulative translation adjustment	(446,072)	(512,287)
Deficit, accumulated during the development stage	(1,852,048)	(1,672,666)
	(2,079,859)	(1,966,692)
	8,841	16,889

30 June 2013

~~Nature and Continuance of Operations (Note 1)~~14

OnMolecular ~~behalf~~Pharmacology ~~of the Board:~~(USA) Limited

~~/s/~~(A ~~Jeffery~~Development ~~Edwards Director~~ Stage Company)

~~Jeffery~~Consolidated ~~Edwards~~Balance Sheets

~~The~~(Expressed ~~accompanying~~in ~~notes are an integral part of these consolidated financial statements~~U. S. Dollars)

	As at 30 June 2013	As at 30 June 2012
	$	$

Assets

Current
Cash and cash equivalents	7,046	2,572
Amounts receivable	5,070	5,110

	12,116	7,682

Equipment (Note 5)	140	1,159

	12,256	8,841
Liabilities

Current
Accounts payable and accrued liabilities (Note 6)	21,628	19,252

Due to related parties (Note 7)	2,044,501	2,069,448

	2,066,129	2,088,700

Stockholders’ deficiency
Capital stock (Note 8)
Authorized
300,000,000 common shares, par value $0.001
Issued and outstanding
30 June 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	(210,186)	(446,072)
Deficit, accumulated during the development stage	(2,061,948)	(1,852,048)

	(2,053,873)	(2,079,859)

	12,256	8,841

~~Molecular~~Nature and ~~Pharmacology~~Continuance of Operations (~~USA~~Note 1) ~~Limited~~and Subsequent Event (Note 14)

(AOn ~~Development~~behalf ~~Stage~~of ~~Company)~~the Board:

~~Consolidated~~ ~~Statements~~/s/ ofJeffrey ~~Operations~~Edwards Director

~~(Expressed~~Jeffrey ~~in U.S. Dollars)~~Edwards

	For the period from the date of inception on 14 July 2004 to 30 June 2012 (unaudited)		For the year ended 30 June 2012		For the year ended 30 June 2011		For the year ended 30 June 2010
		$		$		$		$
Expenses
Advertising and promotion		23,739		-		-		-
Amortization (Note 4)		6,691		449		589		723
Analysis		33,947		-		-		-
Consulting (Note 6)		1,290,141		100,624		52,690		41,920
Office and miscellaneous (Note 6)		218,533		22,617		24,761		25,144
Professional fees		359,583		48,607		42,142		44,766
Public relations		3,656		-		-		-
Rent (Note 6)		27,759		-		-		-
Salaries and benefits		44,464		-		-		-
Transfer agent and filing fees		17,172		-		1,678		4,667
Travel		111,334		7,085		-		-
Net loss before other items		(2,137,019)		(179,382)		(121,860)		(117,220)
Other items
Export market development grants		69,629		-		-		-
Interest income		2,322		-		-		-
Research and development tax refund		213,020		-		-		-
Net loss for the period		(1,852,048)		(179,382)		(121,860)		(117,220)
Basic and diluted loss per common share				(0.002)		(0.001)		(0.001)
Weighted average number of common shares used in per share calculations				111,553,740		111,553,740		111,553,740
Comprehensive loss
Net loss for the period		(1,852,048)		(179,382)		(121,860)		(117,220)
Foreign currency translation adjustment		(446,072)		66,215		(357,962)		(78,521)
Total comprehensive loss for the period		(2,298,120)		(113,167)		(479,822)		(195,741)
Basic and diluted comprehensive loss per common share				(0.001)		(0.004)		(0.002)

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~15

16Molecular Pharmacology (USA) Limited

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

(AConsolidated ~~Development~~Statements ~~Stage~~of ~~Company)~~Operations

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

(Expressed in U.S. Dollars)

	For the period from the date of inception on 14 July 2004 to 30 June 2013 (Unaudited)	For the year ended 30 June 2013	For the year ended 30 June 2012	For the year ended 30 June 2011
	$	$	$	$

Expenses
Advertising and promotion	23,739	-	-	-
Amortization (Note 5)	6,887	196	449	589
Analysis	33,947	-	-	-
Consulting (Note 7)	1,424,364	134,223	100,624	52,690
Office and miscellaneous (Note 7)	246,861	28,328	22,617	24,761
Professional fees	405,537	45,954	48,607	42,142
Public relations	3,656	-	-	-
Rent (Note 7)	27,759	-	-	-
Salaries and benefits	44,464	-	-	-
Transfer agent and filing fees	17,172	-	-	1,678
Travel	111,710	376	7,085	-

Net loss before other items	(2,346,096)	(209,077)	(179,382)	(121,860)

Other items
Export market development grants	69,629	-	-	-
Write-off of equipment (Note 5)	(823)	(823)	-	-
Interest income	2,322	-	-	-
Research and development tax refund	213,020	-	-	-

Net loss for the period	(2,061,948)	(209,900)	(179,382)	(121,860)

Basic and diluted loss per common share		(0.002)	(0.002)	(0.001)

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

Comprehensive income (loss)
Net loss for the period	(2,061,948)	(209,900)	(179,382)	(121,860)
Foreign currency translation adjustment	(210,186)	235,886	66,215	(357,962)

Total comprehensive income (loss) for the period	(2,272,134)	25,986	(113,167)	(479,822)

Basic and diluted comprehensive income (loss) per common share		0.000	(0.001)	(0.004)

	For the period from the date of inception on 14 July 2004 to 30 June 2012 (unaudited)		For the year ended 30 June 2012		For the year ended 30 June 2011		For the year ended 30 June 2010
		$		$		$		$
Cash flows used in operating activities
Net loss for the period		(1,852,048)		(179,382)		(121,860)		(117,220)
Adjustments to reconcile loss to net cash used by operating activities
Amortization		6,691		449		589		723
Write-down of intangible assets		1,278		-		-		-
Changes in operating assets and liabilities
Decrease (increase) in amounts receivable		(2,884)		1,496		(5,126)		1,437
Decrease in accounts payable and accrued liabilities		(28,165)		(800)		(759)		(10,018)
		(1,875,128)		(178,237)		(127,156)		(125,078)
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		2,061,240		105,919		485,818		204,031
		2,295,737		105,919		485,818		204,031
Effect of exchange rate changes on cash		(446,072)		66,215		(357,962)		(78,521)
Increase (decrease) in cash and cash equivalents		2,572		(6,103)		700		432
Cash and cash equivalents, beginning of period		-		8,675		7,975		7,543
Cash and cash equivalents, end of period		2,572		2,572		8,675		7,975

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

~~Supplemental Disclosures with Respect to Cash Flows (Note 10)~~16

~~The~~Molecular ~~accompanying~~Pharmacology ~~notes~~(USA) ~~are an integral part of these consolidated financial statements.~~Limited

17(A Development Stage Company)

~~Molecular~~Consolidated ~~Pharmacology~~Statements ~~(USA)~~of ~~Limited~~Cash Flows

(AExpressed ~~Development~~in ~~Stage Company~~U.S. Dollars)

Consolidated Statements of Changes in Stockholders' Deficiency

	For the period from the date of inception on 14 July 2004 to 30 June 2013 (Unaudited)	For the year ended 30 June 2013	For the year ended 30 June 2012	For the year ended 30 June 2011
	$	$	$	$
Cash flows used in operating activities
Net loss for the period	(2,061,948)	(209,900)	(179,382)	(121,860)
Adjustments to reconcile net loss to cash used by operating activities
Amortization	6,887	196	449	589
Write-down of intangible assets	1,278	-	-	-
Write-off of equipment (Note 5)	823	823	-	-
Changes in operating assets and liabilities
Increase (decrease) in amounts receivable	(2,844)	40	1,496	(5,126)
Decrease (increase) in accounts payable and accrued liabilities	(25,789)	2,376	(800)	(759)

	(2,081,593)	(206,465)	(178,237)	(127,156)

Cash flows from investing activities
Purchase of equipment	(7,850)	-	-	-
Purchase of intangible assets	(1,278)	-	-	-
Cash acquired on the purchase of Molecular Pharmacology (USA) Limited	37,163	-	-	-

	28,035	-	-	-

Cash flows from (used in) financing activities
Common shares issued for cash	234,497	-	-	-
Increase (decrease) in due to related parties	2,036,293	(24,947)	105,919	485,818

	2,270,790	(24,947)	105,919	485,818

Effect of exchange rate changes on cash	(210,186)	235,886	66,215	(357,962)

Increase (decrease) in cash and cash equivalents	7,046	4,474	(6,103)	700

Cash and cash equivalents, beginning of period	-	2,572	8,675	7,975

Cash and cash equivalents, end of period	7,046	7,046	2,572	8,675

~~(Expressed~~Supplemental inDisclosures ~~U.S.~~with ~~Dollars~~Respect to Cash Flows (Note 12)

	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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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)

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~17

18Molecular Pharmacology (USA) Limited

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

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

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

(Expressed in U.S. Dollars)

	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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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 (unaudited)		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)

30The ~~June~~accompanying ~~2012~~notes are an integral part of these consolidated financial statements.

~~1. Nature and Continuance of Operations~~18

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

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

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

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

~~Since~~30 ~~then,~~June the Company has engaged in organizational and start up activities, including developing a new business plan, recruiting new directors, scientific advisors and key scientists, making arrangements for laboratory facilities and office space and raising additional capital. The Company has generated no revenue from product sales. The Company does not have any pharmaceutical products currently available for sale, and none are expected to be commercially available for some time, if at all. The Licensed Products must first undergo pre-clinical and human clinical testing in the United States before they may be sold commercially.2013

~~The Company completed a share purchase agreement on 8 May 2006 with PharmaNet (the "Purchase Agreement")~~1. Nature ~~Under the terms of the Purchase Agreement the Company acquired 100% of the issued~~ and ~~outstanding~~Continuance ~~shares~~ of MPLA. The Company, in exchange for 100% of the issued and outstanding shares of MPLA, issued PharmaNet an aggregate total of 88,000,000 common shares of the Company on the closing of the transaction. The issuance of 88,000,000 common shares of the Company constituted an acquisition of control of the Company by PharmaNet. The transaction has been accounted for as a recapitalization of the Company (Note 2).Operations

~~MPLA~~Molecular Pharmacology (USA) Limited (the "Company") was incorporated in the state of Nevada on 141 ~~July~~May ~~2004~~2002 under the ~~laws~~name ofBlue ~~Australia.~~Hawk Ventures, Inc. The ~~accompanying~~Company ~~consolidated~~changed ~~financial~~its ~~statements~~name ~~are~~to Molecular Pharmacology (USA) Limited on 29 August 2005. At the ~~historical~~same ~~financial~~time, ~~statements~~the Company completed a four for one forward split of ~~MPLA~~its issued and outstanding share capital and altered its authorized share capital to 300,000,000 shares of common stock with a par value of $0.001 per share.

OnThe 15Company ~~March~~is ~~2007,~~a ~~the~~development ~~Board~~stage ofenterprise, ~~Directors~~as ~~approved~~defined ~~a change~~ in ~~the~~Accounting ~~Company's~~Standards ~~financial~~Codification ~~year~~(the ~~end~~"Codification" ~~from~~or 31"ASC") ~~October~~915-10, "Development toStage ~~30 June~~Entities". The Company ~~decision~~is todevoting ~~change~~all ~~the~~of ~~fiscal~~its ~~year end~~present ~~was~~efforts ~~intended~~ to ~~assist~~securing ~~the~~and ~~financial~~establishing ~~community~~a new ~~in its analysis of the~~ business and inits ~~comparing~~current ~~the~~planned ~~Company's~~principle ~~financial results~~operations tohave ~~others~~not commenced. Accordingly, inno ~~the~~revenue has ~~industry,~~been ~~and~~derived toduring ~~synchronize~~ the ~~Company's~~organization ~~fiscal reporting with MPLA~~period.

19Up until the fall of 2005, the Company was in the business of mineral exploration and development of a mineral property. The Company allowed the option on its mineral claim to lapse in the fall of 2005.

On 13 October 2005, the Company acquired the exclusive distribution rights to distribute, market, promote, detail, advertise and sell certain "Licensed Products" through Molecular Pharmacology Pty. Ltd. (~~USA~~formerly Molecular Pharmacology Limited) ("MPLA") (Note 10). MPLA was incorporated under the laws of Australia and converted to a proprietary company on 29 October 2009. MPLA is a wholly owned subsidiary company of PharmaNet Group Limited ("PharmaNet"), an Australian company listed on the Australian Stock Exchange.

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

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

~~(Expressed~~MPLA inwas Uincorporated on 14 July 2004 under the laws of Australia.S. The ~~Dollars)~~accompanying consolidated financial statements are the historical financial statements of MPLA.

On 15 March 2007, the Board of Directors approved a change in the Company’s financial year end from 31 October to 30 June. The ~~2012~~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.

The Company's consolidated financial statements as at 30 June 2012 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has a net loss of $179,382 for the year ended 30 June 2012 (30 June 2011 – $121,860) and has a working capital deficit of $11,570 at 30 June 2012 (30 June 2011 – $4,771).19

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

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

2.Notes ~~Significant~~to ~~Accounting~~Consolidated Financial ~~Policies~~Statements

~~The~~(Expressed ~~following is a summary of significant accounting policies used~~ in ~~the preparation of these consolidated financial statements~~U.S. Dollars)

~~Basis~~30 ofJune ~~presentation~~2013

~~These~~The Company’s consolidated financial statements as at 30 June 2013 and for the year then ended have been prepared inon ~~accordance~~a ~~with~~going ~~accounting~~concern ~~principles~~basis, which ~~generally~~contemplates ~~accepted~~the realization of assets and settlement of liabilities and commitments in the ~~United~~normal ~~States~~course of ~~America ("U~~business.S. The ~~GAAP") applicable~~Company ~~for~~has a ~~development~~net ~~stage~~loss ~~company~~of $209,900 for ~~financial~~the ~~information~~year ended 30 June 2013 (30 June 2012 – $179,382; 30 June 2011 - $121,860; cumulative - $2,061,948) and ~~are~~has ~~expressed~~working incapital ~~U.S.~~deficit ~~dollars~~of $9,512 at 30 June 2013 (30 June 2012 – $11,570).

~~Principles~~Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended 30 June 2014. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of ~~consolidation~~assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~These~~At ~~consolidated~~30 ~~financial~~June ~~statements include~~2013, the ~~accounts~~Company has ofsuffered ~~MPLA~~losses ~~since~~from ~~its~~development ~~incorporation~~stage onactivities 14to ~~July~~date. Although ~~2004~~management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ~~Company~~ability ~~since~~of the ~~reverse~~Company ~~acquisition~~to oncontinue 8as ~~May~~a ~~2006~~going ~~(Note 1)~~concern. The ~~All~~consolidated ~~intercompany~~financial statements ~~balances~~do ~~and~~not ~~transactions~~include ~~have~~any ~~been~~adjustments ~~eliminated~~that might result from the outcome of this uncertainty.

~~Cash~~2. Significant ~~and~~Accounting ~~cash equivalents~~Policies

~~Cash~~ The ~~and~~following ~~cash~~is ~~equivalents~~a ~~include~~summary ~~highly~~of ~~liquid~~significant ~~investments~~accounting ~~with~~policies ~~original~~used ~~maturities~~in ofthe ~~three~~preparation ~~months~~of orthese consolidated ~~less~~financial statements.

20Basis of presentation

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

(APrinciples ~~Development Stage Company)~~of consolidation

~~Notes~~These toconsolidated ~~Consolidated~~financial statements ~~Financial~~include ~~Statements~~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.

~~(Expressed~~Cash inand ~~U.S.~~cash ~~Dollars)~~equivalents

30Cash ~~June~~and ~~2012~~cash equivalents include highly liquid investments with original maturities of three months or less.

~~Segments of an enterprise and related information~~Equipment

~~ASC 280,~~Equipment ~~"Segment~~is ~~Reporting"~~recorded ~~establishes guidance for the way that public companies~~at ~~report~~cost ~~information about operating segments in annual financial statements~~ and ~~requires~~amortization ~~reporting~~is ofprovided ~~selected~~over ~~information~~its ~~about operating~~estimated ~~segments~~economic inlife ~~interim~~at ~~financial statements issued to~~ the ~~public. It also establishes standards for disclosures regarding~~rate ~~products and services, geographic areas and major customers. ASC 280 defines operating segments as components~~ of a15% ~~company~~declining ~~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~~balance.

~~Foreign currency translation~~20

~~The Company's~~Molecular ~~functional and reporting currency is U.S. dollars. The consolidated financial statements of the Company are translated~~Pharmacology to(USA) 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 year. Translation adjustments resulting from this process are charged or credited to Other Comprehensive Income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.Limited

~~Equipment~~(A Development Stage Company)

~~Equipment~~Notes isto ~~recorded at cost and~~Consolidated ~~amortization~~Financial ~~is provided over its estimated economic life at the rate of 15% declining balance.~~Statements

~~Income~~(Expressed ~~taxes~~in U.S. Dollars)

~~Deferred~~30 ~~income taxes~~June are reported for timing differences between items of income or expense reported in the 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.2013

~~Comprehensive~~Segments ~~income~~of an enterprise and ~~(loss)~~related information

ASC ~~220~~280, "~~Comprehensive~~Segment ~~Income~~Reporting", establishes guidance ~~standards~~ for the ~~reporting~~way ~~and~~that ~~disclosure~~public ofcompanies ~~comprehensive~~report ~~income~~information ~~(loss)~~about operating segments in annual financial statements and ~~its~~requires ~~components~~reporting of selected information about operating segments in ~~the~~interim financial statements issued to the public. It also establishes Asstandards atfor 30disclosures ~~June~~regarding ~~2012~~products and services, ~~the~~geographic ~~Company~~areas ~~has~~and major ~~items~~customers. ASC ~~that~~280 ~~represent~~defines operating segments as components of a ~~comprehensive~~company ~~loss~~about ~~and,~~which ~~therefore,~~separate ~~has~~financial information ~~included~~is aavailable ~~schedule~~that ofis ~~comprehensive~~evaluated regularly by the chief operating ~~loss~~decision maker in ~~the~~deciding ~~consolidated~~how ~~financial~~to ~~statements~~allocate resources and in assessing performance.

21Foreign currency translation

~~Molecular~~The ~~Pharmacology~~Company’s ~~(USA)~~functional ~~Limited~~and reporting currency is U.S. dollars. The 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 consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

~~(A Development Stage Company)~~Income taxes

~~Notes~~Deferred income taxes are reported for timing differences between items of income or expense reported in the 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 ~~Consolidated~~differences ~~Financial~~between ~~Statements~~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.

~~(Expressed~~Basic and indiluted ~~U.S.~~net ~~Dollars~~income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. As at 30 June ~~2012~~2013, the Company had no outstanding stock options or warrants.

~~Basic and diluted net income (loss) per share~~21

~~The~~Molecular ~~Company computes net income (loss)~~Pharmacology ~~per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share~~ (~~"EPS"~~USA) 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.Limited

~~Stock-based~~(A ~~compensation~~Development Stage Company)

~~Effective~~Notes 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,~~Consolidated ~~and~~Financial 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".Statements

~~Comparative~~(Expressed ~~figures~~in U.S. Dollars)

~~Certain~~30 ~~comparative~~June ~~figures have been adjusted to conform to the current year's presentation.~~2013

3.Comprehensive ~~Recent~~income ~~Accounting Pronouncements~~(loss)

ASC ~~In December 2011~~220, ~~the Financial Accounting Standards Board (~~"~~FASB") issued Accounting Standards Update ("ASU") No. 2011-12, "~~Comprehensive Income"~~. This ASU effectively defers the changes in ASU No. 2011-05~~, ~~"Presentation~~establishes ofstandards ~~Comprehensive~~for ~~Income" that relate to~~ the ~~presentation~~reporting ofand ~~reclassification~~disclosure ~~adjustments out~~ of ~~accumulated other~~ comprehensive income~~. ASU No. 2011-12~~ ~~should~~(loss) ~~be applied retrospectively~~ and isits ~~effective~~components ~~for~~in ~~fiscal~~the ~~years,~~financial ~~and~~statements. As ~~interim~~at ~~periods~~30 ~~within~~June ~~those years~~2013, ~~beginning~~the ~~after~~Company 15has ~~December~~items ~~2011.~~that Asrepresent ~~ASU~~a ~~No.~~comprehensive ~~2011-12~~loss ~~relates~~and, ~~only to the presentation of Comprehensive Income~~therefore, ~~the~~has ~~adoption~~included ~~of this update will not~~a ~~have~~schedule aof ~~material~~comprehensive ~~effect~~loss onin the ~~Company's~~ consolidated financial statements.

22Stock-based compensation

~~Molecular~~Effective 1 ~~Pharmacology~~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 (~~USA~~generally the vesting period of the equity grant). ~~Limited~~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".

(AComparative ~~Development Stage Company)~~figures

~~Notes~~Certain comparative figures have been adjusted to ~~Consolidated~~conform ~~Financial~~to ~~Statements~~the current year’s presentation.

~~(Expressed~~3. Changes in ~~U.S.~~Accounting ~~Dollars)~~Policies

30Effective ~~June~~1 July 2012, the Company retroactively adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2011-12, "Comprehensive Income". This ASU effectively defers the changes in ASU No. 2011-05, "Presentation of Comprehensive Income", issued in June 2011, that relates to the presentation of reclassification adjustments out of accumulated other comprehensive income. As ASU No. 2011-12 relates only to the presentation of comprehensive income, the adoption of this update did not have a material effect on the Company’s consolidated financial statements.

InEffective ~~June~~1 ~~2011~~July 2012, the Company ~~FASB~~retroactively ~~issued~~adopted ASU No. 2011-05, "Presentation of Comprehensive Income". This ASU presents an entity with the option to present the total of comprehensive income, the components of net income, and the component of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the ~~statement~~ statement of changes in stockholders'’ ~~equity (~~deficiency). The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ~~ASU No. 2011-05 should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after 15 December 2011.~~ As ASU No. 2011-05 relates only to the presentation of ~~Comprehensive~~comprehensive ~~Income~~income, the adoption of this update ~~will~~ did not have a material effect on the Company'’s consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement" to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011. The adoption of this update will not have a material effect on the Company's consolidated financial statements.22

4.Molecular ~~Equipment~~Pharmacology (USA) Limited

		Accumulated amortization		Net Book Value
	Cost			As at 30 June 2012	As at 30 June 2011
	$		$	$	$
Office equipment	7,840		6,681	1,159	1,608

(A Development Stage Company)

~~During~~Notes ~~the~~to ~~year ended 30 June 2012,~~Consolidated ~~the~~Financial ~~total additions to equipment were $Nil (30 June 2011 – $Nil).~~Statements

5.(Expressed ~~Accounts~~in ~~Payable~~U.S. Dollars) ~~and Accrued Liabilities~~

~~Accounts~~30 ~~payable~~June ~~and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.~~2013

23Effective 1 July 2012, the Company retroactively adopted ASU No. 2011-04, "Fair Value Measurement" to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The adoption of this update did not have a material effect on the Company’s consolidated financial statements.

~~Molecular~~4. Recent ~~Pharmacology~~Accounting ~~(USA) Limited~~Pronouncements

(ACertain ~~Development~~new ~~Stage~~standards, interpretations, amendments and 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 year ended 30 June 2013 are as follows:

~~Notes~~In toApril ~~Consolidated~~2013, the FASB issued ASU 2013-07, "Presentation of Financial Statements (Topic 205) – Liquidation Basis of Accounting". These amendments require an entity to prepare its financial statements using the liquidity basis of accounting ("LBA") when liquidation is imminent. Among the requirements of LBA financial statements is that they (a) present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation; (b) include in its presentation of assets any items not previously recognized under U.S. GAAP but that is expected to sell in liquidation or use in settling liabilities; (c) recognize and measure an entity’s liabilities in accordance with U.S. GAAP that otherwise applies to those liabilities; and (d) disclose and entity’s plan for liquidation, the methods and significant assumptions used to measure assets and liabilities, the type and amount of costs and income accrued, and the expected duration of the liquidation process. These amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after 15 December 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption is not expected to have an impact on the Company’s consolidated financial statements in its present condition.

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters (~~Expressed~~Topic 830) – Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Group of Assets within a Foreign Entity or of an Investment in Ua Foreign Entity".S. ~~Dollars~~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 amendments are effective for fiscal years and interim reporting periods within those years, beginning after 15 December 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity’s fiscal year of adoption. The adoption of these amendments is not expected to have a material effect on the Company’s consolidated financial statements.

~~30 June 2012~~23

6.Molecular ~~Due~~Pharmacology (USA) ~~to Related Parties and Related Party Transactions~~Limited

~~As at 30 June 2012, the amount due to related parties includes $1,000 payable to a director of the Company~~ (30A ~~June~~Development ~~2011 –~~Stage ~~$1,000~~Company)~~. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.~~

~~As at~~Notes ~~30 June 2012, the amount due~~ to ~~related parties includes $22,846 payable to a company owned by a director of the Company or~~Consolidated anFinancial ~~officer of PharmaNet (30 June 2011 – $65,231). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.~~Statements

~~As at 30 June 2012, the amount due to related parties includes $1,101 payable to a company owned by a director of the Company or an officer of PharmaNet~~ (30Expressed ~~June~~in ~~2011 – $673)~~U. ~~This balance is non-interest~~S. ~~bearing,~~Dollars) ~~unsecured and has no fixed terms of repayment.~~

~~As at~~ 30 June 2012, the amount due to related parties includes $7,741 payable to a company owned by a director of the Company or an officer of Pharmanet (30 June 2011 - $Nil). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.2013

AsIn February 2013, the FASB issued ASU 2013-04, "Liabilities (Topic 405) – Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date". These amendments provide 30guidance ~~June~~for ~~2012~~the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount ~~due~~of tothe obligation ~~related~~within ~~parties~~the ~~includes~~scope $2of this guidance is fixed at the reporting date,~~036,760~~ except ~~payable~~for toobligations ~~PharmaNet~~addressed ~~(30~~within ~~June~~existing ~~2011~~guidance –in U.S. GAAP. $1Examples of obligations within this guidance are debt arrangements,~~896~~ other contractual obligations,~~625)~~ and settled litigation and judicial rulings. ~~This~~The amendments ~~balance~~are iseffective ~~non-interest~~for ~~bearing~~fiscal years, ~~unsecured~~ and ~~has~~interim noperiods ~~fixed~~within ~~terms~~those years, beginning after 15 December 2013. These amendments shall be applied retrospectively to all prior periods presented for those obligations within the scope of ~~repayment~~this Subtopic that exist at the beginning of an entity’s fiscal year of adoption. Early adoption is permitted. The adoption of these amendments is not expected to have a material effect on the Company’s consolidated financial statements.

~~During the~~In ~~year~~February ~~ended~~2013, 30the ~~June~~FASB ~~2012~~issued ASU 2013-02, a"Comprehensive ~~director~~Income (Topic 220) – Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income". The amendments do not change the ~~Company~~current requirements for reporting net income or other comprehensive income in financial statements but require an ~~officer~~entity to provide information about the amounts reclassified out of ~~PharmaNet~~accumulated other comprehensive income by component. In addition, ~~and~~an ~~their~~entity ~~controlled~~is ~~entities~~required ~~were~~to ~~paid~~present, either on the face of the statement where net income is presented or ~~accrued~~in the notes, significant ~~consulting~~amounts ~~fees~~reclassified out of ~~$46~~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,~~316~~ ~~(30~~an ~~June~~entity ~~2011~~is –required to ~~$43~~cross reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. The amendments are effective prospectively for fiscal years,~~786;~~ 30and ~~June~~interim ~~2010~~periods -within ~~$41~~those years,~~920;~~ ~~cumulative~~beginning –after ~~$862,596)~~15 byDecember 2013. Early adoption is permitted. The adoption of these amendments is not expected to have a material effect on the Company’s consolidated financial statements.

During the year ended 30 June 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting and/or administrative fees of $20,449 (30 June 2011 – $22,897; 30 June 2010 - $Nil; cumulative – $43,346) by the Company5. Equipment

~~During~~ ~~the~~ Net Book ~~year~~Value ~~ended~~ ~~30 June 2012,~~ a Cost Accumulated amortization As at ~~director of the Company or an officer of PharmaNet, and their controlling entities were paid or accrued consulting fees of $21,285~~ ( 30 June ~~2011~~ 2013 As at ~~- $Nil;~~ 30 June ~~2010~~ 2012 - $~~Nil;~~ $ $ $ ~~cumulative~~ - ~~$21~~ Office equipment 864 724 140 1,~~285)~~159 ~~by the Company.~~

During the year ended 30 June ~~2012~~2013, a ~~director of~~ the ~~Company~~total oradditions anto ~~officer~~equipment ofwere ~~PharmaNet,~~$Nil ~~and~~(30 June ~~their~~2012 ~~controlled~~– ~~entities~~$Nil) ~~were~~and ~~paid~~equipment orwith ~~accrued~~a ~~consulting~~carrying ~~fees~~value of $~~33,024 (30~~823 ~~June~~was ~~2011~~written off ~~– $8,904;~~ (30 June ~~2010~~2012 - $Nil~~; cumulative – $41,928~~) ~~by the Company~~.

~~During~~6. ~~the~~ Accounts ~~year~~Payable ~~ended 30 June 2012, a director of the Company or an officer of PharmaNet,~~ and ~~their controlled entities were paid or accrued~~Accrued ~~office and miscellaneous expenses of $Nil (30 June 2011 – $Nil; 30 June 2010 - $17,352; cumulative – $80,468) by the Company.~~Liabilities

~~During~~Accounts ~~the~~payable ~~year ended 30 June 2012, a director of the Company or an officer of PharmaNet,~~ and ~~their controlled entities were paid or~~ accrued ~~office~~liabilities ~~and~~are ~~miscellaneous expenses~~non-interest ~~of $Nil (30 June 2011 – $Nil~~bearing, unsecured 30and ~~June~~have ~~2010~~settlement –dates ~~$4,481,~~within ~~cumulative~~one ~~– $4,481) by the Company~~year.

During the year ended 30 June 2012, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued rental fees of $Nil (30 June 2011 – $Nil; 30 June 2010 - $Nil; cumulative – $12,987) by the Company.24

24Molecular Pharmacology (USA) Limited

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

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

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

~~(Expressed~~30 inJune ~~U.S. Dollars)~~2013

307. Due ~~June~~to ~~2012~~Related Parties and Related Party Transactions

~~Transactions~~As ~~comprising~~at 30 June 2013, the amount due to related ~~PharmaNet~~parties ~~are~~includes as$1,000 ~~follows:~~payable to a director of the Company (30 June 2012 – $1,000). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

	For the year ended 30 June 2012	For the year ended 30 June 2011
	$	$
Opening balance, beginning of year	1,896,625	1,465,002
Funds transferred to the Company by PharmaNet	170,790	70,947
Expenses paid by PharmaNet on behalf of the Company	33,852	9,894
Foreign currency translation adjustment	(64,507)	350,782
Balances, end of year	2,036,760	1,896,625

As at 30 June 2013, the amount due to related parties includes $18,009 payable to a company owned by a director of the Company or an officer of PharmaNet (30 June 2012 – $22,846). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

~~The~~As ~~average~~at 30 June 2013, the amount due to ~~PharmaNet~~ ~~for~~related parties includes $2,772 payable to a company owned by a director of the Company ~~year~~or ~~ended~~an officer of PharmaNet (30 June 2012 ~~was~~– $1,~~816,134~~101). This balance ~~(30~~is ~~June 2011~~ non-interest $1bearing,~~660,885;~~ 30unsecured ~~June~~and ~~2010~~has -no ~~$1,540,053)~~fixed terms of repayment.

As at 30 June 2013, the amount due to related parties includes $15,252 payable to a company owned by a director of the Company or an officer of PharmaNet (30 June 2012 - $7,741). This ~~Capital~~balance ~~Stock~~is non-interest bearing, unsecured and has no fixed terms of repayment.

~~Authorized~~As at 30 June 2013, the amount due to related parties includes $2,007,468 payable to PharmaNet (30 June 2012 – $2,036,760). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

~~The~~During ~~total~~the ~~authorized~~year ~~capital~~ended is30 June 2013, a ~~300~~director of the Company or an officer of PharmaNet,~~000,000~~ ~~common~~and ~~shares~~their ~~with~~controlled entities awere ~~par~~paid ~~value~~or accrued consulting fees of $~~0.001~~33,582 ~~per~~(30 ~~common~~June ~~share~~2012 – $46,316, 30 June 2011 - $43,786, cumulative - $896,178).

~~Issued~~During the year ended 30 June 2013, a director of the Company or an officer of PharmaNet, and ~~outstanding~~their controlled entities were paid or accrued administrative fees of $24,948 (30 June 2012 – $20,449, 30 June 2011 - $22,897, cumulative - $68,294) by the Company, which have been recorded in office and miscellaneous expense.

~~The~~During ~~total~~the ~~issued~~year ended 30 June 2013, a director of the Company or an officer of PharmaNet, and ~~outstanding~~their controlled ~~capital~~entities ~~stock~~were ispaid ~~111~~or accrued consulting fees of $90,~~553~~376 (30 June 2012 - $21,~~740~~285, ~~common~~30 ~~shares~~June ~~with~~2011 a- ~~par~~$Nil, ~~value~~cumulative of- $~~0.001~~111,661) ~~per~~by ~~common~~the ~~share~~Company.

25During the year ended 30 June 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $Nil (30 June 2012 – $33,024, 30 June 2011 - $8,904, cumulative – $41,928) by the Company.

~~Molecular~~During ~~Pharmacology~~the year ended 30 June 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 (~~USA~~30 June 2012 – $Nil, 30 June 2011 - $Nil, cumulative – $80,468) ~~Limited~~by the Company.

(ADuring ~~Development~~the ~~Stage~~year ended 30 June 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued rental fees of $Nil (30 June 2012 – $Nil, 30 June 2011 - $Nil, cumulative – $12,987) by the Company.

~~Notes to Consolidated Financial Statements~~25

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

30(A ~~June~~Development ~~2012~~Stage Company)

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

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

	For the year ended 30 June 2012	For the year ended 30 June 2011	For the year ended 30 June 2010
	$	$	$
Loss before income taxes	(179,382)	(121,860)	(117,220)
Federal income tax rates	34.0%	34.0%	34.0%
Income tax recovery based on the above rates	(60,990)	(41,432)	(39,855)
Increase (decrease) due to:
Difference between U.S. and foreign tax rates	5,215	3,121	2,738
Change in valuation allowance	39,496	99,383	53,228
Foreign exchange and other	16,279	(61,072)	(16,111)
Income tax expense	-	-	-

30 June 2013

~~The~~During ~~composition~~the year ended 30 June 2013, a director of the Company's ~~deferred~~or an ~~tax~~officer ~~assets~~of asPharmaNet, atand their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (30 June 2012 ~~and~~- $Nil, 30 June 2011 – ~~are~~$Nil, ascumulative ~~follows:~~– $4,481) by the Company.

	As at 30 June 2012	As at 30 June 2011
	$	$
Net income tax operating loss carryforward	2,101,601	1,976,478
Deferred tax assets	660,748	621,252
Less: Valuation allowance	(660,748)	(621,252)
Net deferred tax asset	-	-

During the year ended 30 June 2013, a director of the Company or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $8,473 (30 June 2012 - $Nil, 30 June 2011 - $Nil, Cumulative - $8,473) by the Company.

26Transactions comprising the amount due to PharmaNet for the years ended 30 June 2013 and 2012 are as follows:

~~Molecular~~ ~~Pharmacology~~ 2013 2012 $ $ Opening balance, beginning of year 2,036,760 1,896,625 Funds transferred to the Company by PharmaNet 204,583 170,790 Expenses paid by PharmaNet on behalf of the Company 1,004 33,852 Foreign currency translation adjustment (~~USA~~234,879) (64,507) ~~Limited~~ Balances, end of year 2,007,468 2,036,760

The weighted average amount due to PharmaNet for the year ended 30 June 2013 was $2,160,632 (A30 ~~Development~~June ~~Stage~~2012 ~~Company~~- $1,816,134, 30 June 2011 - $1,660,885).

~~Notes~~8. Capital ~~to Consolidated Financial Statements~~Stock

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

30The ~~June~~total ~~2012~~authorized capital is 300,000,000 common shares with a par value of $0.001 per common share.

~~The~~Issued ~~Company has non-capital loss carry-forwards of approximately $2,101,601 that may be available for tax purposes. The loss carry-forwards are all in respect to U.S.~~ and ~~Australian operations and expire as follows:~~outstanding

	$
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
No expiry	1,344,886
	2,101,601

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

A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carry-forwards as their utilization is not considered more likely than not at this time. 26

9.Molecular ~~Distribution~~Pharmacology (USA) ~~Agreement~~Limited

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

27Notes to Consolidated Financial Statements

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

(A30 ~~Development~~June ~~Stage Company)~~2013

~~Notes~~9. Segmented ~~to Consolidated Financial Statements~~Information

~~(Expressed~~Details inon ~~U.S.~~a ~~Dollars)~~geographic basis as at and for the years ended 30 June 2013, 2012 and 2011 are as follows:

30 ~~June~~ Australia U.S.A. Total $ $ $ 2013 Current assets 12,116 - 12,116 Long-term assets 140 - 140 Loss for the year (162,485) (47,415) (209,900) 2012 Current assets 7,682 - 7,682 Long-term assets 1,159 - 1,159 Loss for the year (130,377) (49,005) (179,382) 2011 Current assets 15,281 - 15,281 Long-term assets 1,608 - 1,608 Loss for the year (78,024) (43,836) (121,860)

10. Distribution ~~Supplemental Disclosures with Respect to Cash Flows~~Agreement

	For the period from the date of inception on 14 July 2004 to 30 June 2012		For the year ended 30 June 2012		For the year ended 30 June 2011	For the year ended 30 June 2010
		$		$	$	$
Cash paid during the period for interest		-		-	-	-
Cash paid during the period for income taxes		-		-	-	-
Common shares issued on acquisition of MPLA		16,236		-	-	-
Amounts receivable acquired on recapitalization of the Company		2,226		-	-	-
Accounts payable assumed on recapitalization of the Company		54,624		-	-	-
Due to related party assumed on recapitalization of the Company		1,000		-	-	-

The Company has the exclusive distribution rights, through MPLA, to distribute, market, promote, detail, advertise and sell certain Licensed Products, with metallo-polypeptide analgesic as an active ingredient, in 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.

~~11. Segmented Information~~27

~~Details~~Molecular ~~on a geographic basis as~~Pharmacology at(USA) ~~and for the year ended 30 June 2012 are as follows:~~Limited

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

(A Development Stage Company)

~~Details~~Notes onto ~~a geographic~~Consolidated ~~basis~~Financial ~~as at and for the year ended 30 June 2011 are as follows:~~Statements

	Australia	U.S.A.	Total
	$	$	$
Assets	16,889	-	16,889
Loss for the year	(78,024)	(43,836)	(121,860)

(Expressed in U.S. Dollars)

2830 June 2013

~~Molecular~~11. Income ~~Pharmacology (USA) Limited~~Taxes

(AIncome ~~Development~~tax ~~Stage~~expense ~~Company)~~differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. During the years ended 30 June 2013, 2012 and 2011, these differences result from the following items:

~~Notes~~ 2013 2012 2011 $ $ $ Loss before income taxes (209,900) (179,382) (121,860) Federal income tax rates 35.0% 34.0% 34.0% Income tax recovery based on the above rates (73,465) (60,990) (41,432) Increase (decrease) due to: ~~Consolidated~~ ~~Financial~~ Difference between ~~Statements~~U.S. and foreign tax rates 8,124 5,215 3,121 Change in tax rates (7,567) - - Change in valuation allowance 17,041 39,496 99,383 Foreign exchange and other 55,867 16,279 (61,072) Income tax expense - - -

~~(Expressed~~ The incomposition ~~U.S.~~of ~~Dollars)~~the Company’s deferred tax assets as at 30 June 2013 and 2012 are as follows:

30 ~~June~~ 2013 2012 $ $ Net income tax operating loss carry-forward 2,125,274 2,101,601 Deferred tax assets 677,789 660,748 Less: Valuation allowance (677,789) (660,748) Net deferred tax asset - -

~~Details on a geographic basis as at and for the year ended 30 June 2010 are as follows:~~28

	Australia	U.S.A.	Total
	$	$	$
Assets	11,652	-	11,652
Loss for the year	(68,454)	(48,766)	(117,220)

Molecular Pharmacology (USA) Limited

~~12.~~(A ~~Financial~~Development ~~Instruments~~Stage Company)

~~The~~Notes ~~carrying~~to ~~values of cash and~~Consolidated ~~cash~~Financial ~~equivalents and accounts payable approximate fair value due to the short term maturity of these financial instruments.~~Statements

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

~~Financial~~30 ~~instruments~~June that potentially subject the Company to credit risk consists of cash and cash equivalents and amounts receivable. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. As a result, credit risk is considered insignificant.2013

The Company has non-capital loss carry-forwards of ~~Currency~~approximately ~~Risk~~$2,125,274 that may be available for tax purposes. The loss carry-forwards are all in respect to U.S. and Australian operations and expire as follows:

~~The~~ ~~Company's~~ $ ~~subsidiary~~ is ~~located~~ in ~~Australia.~~ 2022 20,402 As a 2023 46,992 ~~result~~ 2024 27,717 a ~~significant~~ 2025 14,187 ~~portion~~ of 2026 261,311 ~~the~~ ~~Company's~~ 2027 111,155 ~~assets~~ 2028 75,463 ~~liabilities~~ ~~and~~ 2029 57,882 ~~expenses~~ ~~were~~ 2030 48,765 ~~denominated~~ in ~~the~~ 2031 43,836 ~~Australian~~ ~~dollar~~ 2032 49,005 ~~and~~ ~~were~~ 2033 47,415 ~~therefore~~ ~~subject~~ No toexpiry 1,321,144 ~~fluctuation~~ in ~~exchange~~ ~~rates.~~ 2,125,274

IfA ~~the~~full ~~Australian~~valuation ~~dollar~~allowance ~~had~~has ~~weakened (strengthened)~~been recorded against the ~~U.S.~~potential ~~dollar,~~deferred ~~with~~tax ~~all~~assets ~~other~~associated ~~variables~~with ~~held~~all ~~constant, by 100 basis points (1%) at year end,~~ the ~~impact~~loss oncarry-forwards ~~net~~as ~~loss~~their ~~and~~utilization ~~other~~is ~~comprehensive~~not ~~loss~~considered ~~would~~more ~~have~~likely ~~been~~than ~~$20,608~~not ~~higher~~at this ~~($20,608 lower)~~time.

~~The~~12. Supplemental ~~Company~~Disclosures ~~has not, to the~~with ~~date~~Respect ~~of these consolidated financial statements, entered into derivative instruments~~ to ~~offset~~Cash ~~the~~Flows ~~impact of foreign currency fluctuations.~~

~~Interest~~ ~~Rate~~ For the ~~Risk~~ period from the date of inception on 14 July 2004 to 30 June 2013 (Unaudited) For the year ended 30 June 2013 For the year ended 30 June 2012 For the year ended 30 June 2011 $ $ $ $ Cash paid during the period for interest - - - - Cash paid during the period for income taxes - - - - Common shares issued on acquisition of MPLA 16,236 - - - Amounts receivable acquired on recapitalization of the Company 2,226 - - - Accounts payable assumed on recapitalization of the Company 54,624 - - - Due to related party assumed on recapitalization of the Company 1,000 - - -

The Company has non-interest paying cash balances and no interest-bearing debt. It is management's opinion that the Company is not exposed to significant interest risk arising from these financial instruments. 29

~~Liquidity~~Molecular ~~Risk~~Pharmacology (USA) Limited

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

29Notes to Consolidated Financial Statements

~~Item 9.~~(Expressed ~~Changes~~ in ~~and~~U.S. ~~Disagreements~~Dollars) ~~with Accountants on Accounting and Financial Disclosure~~

~~Molecular~~30 ~~USA~~June ~~had no disagreements on accounting or financial disclosure matters with its independent accountants to report under this Item 8.~~2013

~~Item 9A~~13. ~~Controls and Procedures~~ ~~(a)~~ Financial ~~Evaluation of Disclosure Controls and Procedures~~Instruments

~~Disclosure~~A ~~controls~~fair ~~are~~value ~~controls~~hierarchy ~~and~~was ~~procedures that~~established ~~are designed to ensure~~ that ~~information required to be disclosed in our reports filed under the Exchange Act is recorded,~~ ~~processed,~~prioritizes ~~summarized and reported, within~~ the ~~time~~inputs ~~periods~~used ~~specified~~to inmeasure ~~the~~fair ~~SEC's rules and forms~~value. The ~~Disclosure~~hierarchy ~~controls~~gives ~~and~~the ~~procedures include,~~highest ~~without limitation, controls and procedures designed~~ priority to ~~ensure~~unadjusted ~~that~~quoted ~~information~~prices ~~required to be disclosed by a corporation~~ in ~~the~~active ~~reports~~markets ~~that~~for itidentical ~~files~~assets or liabilities ~~submits~~(Level ~~under~~1 ~~the~~measurement) ~~Exchange Act is accumulated~~ and ~~communicated to~~ the ~~corporation's~~lowest ~~management, including~~priority ~~its principal executive and principal financial officers, or persons performing similar functions, as appropriate~~ to unobservable ~~allow~~inputs ~~timely~~(Level ~~decisions~~3 ~~regarding required disclosure~~measurements).

~~Our~~The ~~management~~fair ~~carried~~values ~~out an evaluation (with the participation~~ of ~~our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") ), of~~ the ~~effectiveness~~financial ofinstruments ~~the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e)~~were ~~under~~determined ~~the~~using ~~Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation,~~ the ~~Corporation's~~following ~~CEO~~input ~~and~~levels ~~CFO have concluded that the Company's disclosure controls~~ and ~~procedures~~valuation ~~were~~techniques: ~~effective as of June 30, 2012.~~

~~(b)~~Level ~~Internal~~1: classification ~~control~~is ~~over~~applied ~~financial~~to any asset or liability that has a readily ~~reporting~~available quoted market price from an active market where there is significant transparency in the executed/quoted price.

~~Management's~~Level ~~annual~~2: classification ~~report~~is onapplied ~~internal~~to assets and liabilities that have evaluated ~~control~~prices ~~over~~where ~~financial~~the ~~reporting~~data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.

~~Management~~Level ~~is responsible for establishing~~3: ~~and~~classification ~~maintaining~~is ~~adequate~~applied ~~internal~~to ~~control~~assets ~~over financial reporting as defined in Rules 13a-15(f)~~ and ~~15d-15(f)~~liabilities ~~under~~when ~~the~~prices ~~Exchange~~are not ~~Act.~~derived ~~Our~~from ~~internal~~existing ~~control~~market ~~over~~data ~~financial~~and ~~reporting~~requires isus ~~intended~~ to ~~provide~~develop ~~reasonable~~our ~~assurance~~own assumptions ~~regarding~~about ~~the~~how ~~reliability~~market ofparticipants ~~financial reporting~~would ~~and~~price the ~~preparation~~asset ofor ~~financial statements for external purposes in accordance with U~~liability.S. ~~GAAP. Our internal control over financial reporting should include those policies and procedures that:~~

·The ~~pertain~~carrying tovalues ~~the~~of ~~maintenance~~cash ofand ~~records~~cash ~~that~~equivalents, amounts inreceivable ~~reasonable~~and ~~detail,~~accounts ~~accurately~~payable ~~and~~approximate ~~fairly~~fair ~~reflect~~value ~~the~~due ~~transactions~~to ~~and~~the ~~dispositions~~short term maturity of ~~our~~these ~~assets;~~financial instruments.

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

·Financial instruments ~~provide~~that ~~reasonable~~potentially ~~assurance~~subject ~~regarding~~the ~~prevention~~Company orto ~~timely~~credit ~~detection~~risk consists of cash ~~unauthorized~~and ~~acquisition,~~cash ~~use~~equivalents. orThe ~~disposition~~Company ofdeposits ~~our~~cash ~~assets~~and ~~that~~cash ~~could~~equivalents ~~have~~with high acredit ~~material~~quality ~~effect~~financial oninstitutions ~~the~~as ~~financial~~determined ~~statements~~by rating agencies. As a result, credit risk is considered insignificant.

~~Because~~Currency of 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.Risk

~~As required by Rule 13a-15(c) promulgated under~~The ~~the~~Company’s ~~Exchange~~subsidiary ~~Act,~~is ~~Management,~~located ~~with~~in ~~the~~Australia. ~~participation~~As ofa ~~our CEO and CFO~~result, ~~evaluated~~a ~~the effectiveness of our internal control over~~significant ~~financial~~portion ~~reporting as~~ of ~~June~~the ~~30, 2012. Management'~~Company’s ~~assessment~~assets, ~~took~~liabilities ~~into consideration the size~~ and ~~complexity~~expenses ~~of the corporation~~were ~~and~~denominated ~~was~~in ~~based on criteria set forth by~~ the ~~Committee~~Australian ofdollar ~~Sponsoring~~and ~~Organizations~~were oftherefore ~~the~~subject ~~Treadway~~to ~~Commission~~ fluctuation in ~~Internal~~exchange ~~Control over Financial Reporting -Guidance for Smaller Public Companies~~rates. ~~In performing the assessment, Management has concluded that our internal control over financial reporting was effective as of June 30, 2012.~~

~~Attestation~~The Company’s ~~report~~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 ~~registered~~of net foreign currency cash flow and balance sheet exposures and from ~~public~~time ~~accounting~~to ~~firm~~time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations.

~~This~~If ~~annual~~the Australian ~~report~~dollar ~~does~~had ~~not~~weakened ~~include~~(strengthened) anagainst ~~attestation report of~~ the ~~Corporation's~~U.S. ~~registered~~dollar, ~~public~~with ~~accounting firm regarding internal control over financial reporting. Management's~~all ~~report~~other ~~was~~variables ~~not~~held ~~subject~~constant, ~~to attestation~~ by ~~the~~100 ~~Corporation's~~basis ~~registered~~points ~~public~~(1%) ~~accounting~~at ~~firm~~period ~~pursuant~~end, ~~to temporary rules of~~ the ~~SEC~~impact ~~that~~on ~~permit~~net ~~the~~loss ~~Corporation~~and toother ~~provide~~comprehensive ~~only~~loss ~~management's~~would ~~report~~have inbeen ~~this~~$20,314 ~~annual~~lower ($20,314 ~~report~~higher).

30The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

~~Changes in internal control over financial reporting~~30

~~Based~~Molecular ~~on the evaluation as of June 30, 2012,~~Pharmacology ~~Jeff~~(USA) Edwards, our President and CEO, and our CFO have concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.Limited

~~Item 9A~~(~~T).~~A ~~Controls~~Development ~~and Procedures~~Stage Company)

~~See~~Notes ~~Item~~to Consolidated 9AFinancial ~~- Controls and Procedures above.~~Statements

~~Item~~(Expressed 9Bin U.S. Dollars) ~~Other Information~~

~~None.~~30 June 2013

~~PART~~Interest Rate ~~III~~Risk

~~Item~~The Company ~~10.~~has ~~Directors~~non-interest ~~and~~paying ~~Executive~~cash ~~Officers~~balances and ~~Corporate~~no ~~Governance~~interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.

~~Identification of Directors~~Liquidity ~~and Executive Officers~~Risk

~~The~~Liquidity risk ~~following~~is ~~table sets forth~~ the ~~names~~risk ~~of all~~that ~~directors~~an ~~and~~entity ~~executive~~will ~~officers~~encounter ofdifficulty ~~the~~in ~~Molecular~~meeting obligations ~~USA~~associated aswith ofits ~~August~~financial ~~21,~~liabilities. The ~~2012~~Company ~~and~~is ~~June~~reliant ~~30,~~upon ~~2012.~~PharmaNet ~~These~~as its ~~persons~~sole ~~will~~source ~~serve~~of ~~until~~cash. The ~~the~~Company ~~next~~has ~~annual~~received ~~meeting~~financing offrom PharmaNet in the ~~stockholders~~past; orhowever, ~~until~~there ~~their~~is ~~successors~~no assurance ~~are~~that ~~elected~~it orwill ~~appointed~~be ~~and~~able ~~qualified,~~to ordo ~~their~~so ~~prior~~in ~~resignation or~~the ~~termination~~future.

Name	Age	Position	Date Position First Held
Jeffery D. Edwards	61	President and Chief Executive Officer, Chief Financial Officer and Director	October 28, 2005

14. Subsequent Event

~~Mr.~~On ~~Jeffery D. Edwards. Mr. Edwards~~19 ~~has~~July ~~over~~2013, ~~twenty years of experience in managing new technological innovations in~~ the ~~medical~~Company ~~device~~executed ~~and~~an ~~pharmaceutical~~agreement industry. From 2002 to 2005, Mr. Edwards, as president and shareholder of International Scientific Pty Ltd., managed a variety of medical and technology projects. In 2002 and 2003, Mr. Edwards was actively involved with ~~Colltech Australia Limited ("Colltech"),~~ a ~~corporation~~New ~~involved~~York-based ~~in the production and sale of collagen. Colltech is listed on the Australian Stock Exchange ("CAU"). From its inception in 1995 to 2001~~company, ~~Mr. Edwards was the executive director of~~ ~~Genesis~~Dermatology ~~Biomedical~~Development ~~Limited~~Corporation ("Genesis"), a pharmaceuticals and biotechnology listed on the Australian Stock Exchange ("GBL"). While at Genesis, Mr. Edwards was responsible for all medical and clinical activities of the corporation as well as all day to ~~day~~develop ~~management of staff~~ and ~~corporate activities.~~market ~~Mr. Edwards currently serves as~~ a ~~director~~range of~~: OBJ Limited~~ therapeutic, acosmetic ~~drug~~and ~~delivery~~cosmecutical ~~corporation~~products ~~listed~~based on the ~~Australian Stock~~ThermaLIFE® ~~Exchange~~product ~~("OBJ")~~range ~~(2005)~~ and ~~Global~~its ~~Energy~~active ~~Medicine~~ingredient ~~Pty~~in ~~Ltd., a private therapeutic device corporation (2005). He also holds~~ the ~~office~~United ~~of Chief Operations Officer of Molecular Pharmacology Limited, a wholly owned subsidiary of Molecular USA~~States.

~~Family relationships~~31

NotItem applicable9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

31Molecular USA had no disagreements on accounting or financial disclosure matters with its independent accountants to report under this Item 8.

SignificantItem Employees9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures

WeDisclosure ~~have~~controls noare ~~employees~~controls ~~who~~and procedures that are ~~not~~designed ~~executive~~to ~~officers~~ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, ~~but~~processed, ~~who~~summarized ~~are~~and ~~expected~~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 ~~make~~that information required to be disclosed by a ~~significant~~corporation ~~contribution~~in the reports that it files or submits under the Exchange Act is accumulated and communicated to the ~~Corporation~~corporation's ~~business~~management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Involvement~~Management incarried ~~Certain~~out ~~Legal~~an evaluation (with the ~~Proceedings~~participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") ), of the 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, the Corporation’s CEO and CFO have concluded that the Corporation's disclosure controls and procedures were effective as of June 30, 2013.

(b) Internal Control Over Financial Reporting

~~During~~Management's ~~the~~annual ~~past~~report ~~five~~on ~~years,~~internal ~~none~~control ~~of our directors,~~over orfinancial ~~persons nominated to become a director, or executive officer, promoter or control person:~~reporting

·Management ~~was~~is aresponsible ~~general~~for ~~partner~~establishing orand ~~executive~~maintaining ~~officer~~adequate internal ofcontrol ~~any~~over ~~business~~financial ~~against~~reporting ~~which~~as ~~any~~defined ~~bankruptcy~~in ~~petition~~Rules ~~was~~13a-15(f) ~~filed,~~and 15d-15(f) ~~either~~under atthe Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the ~~time~~reliability of financial reporting and the ~~bankruptcy~~preparation orof ~~two~~financial ~~years~~statements ~~prior~~for toexternal purposes ~~that~~in ~~time;~~accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that:

· pertain ~~was~~to ~~convicted~~the inmaintenance aof records ~~criminal~~that, ~~proceeding~~in orreasonable ~~named~~detail, ~~subject~~accurately toand afairly ~~pending~~reflect ~~criminal~~the transactions ~~proceeding (excluding traffic violations~~ and ~~other~~dispositions ~~minor~~of ~~offenses)~~our assets;

· provide ~~was~~reasonable ~~subject~~assurance tothat transactions ~~any~~are ~~order,~~recorded ~~judgment~~as ornecessary ~~decree,~~to ~~not~~permit ~~subsequently~~preparation ~~reversed, suspended or vacated,~~ of ~~any~~financial statements ~~court~~in ofaccordance ~~competent~~with ~~jurisdiction,~~applicable ~~permanently~~U.S. ~~or temporarily enjoining~~GAAP, ~~barring,~~and ~~suspending~~that orreceipts ~~otherwise~~and expenditures ~~limiting~~are ~~his~~being ~~involvement~~made only in ~~any~~accordance ~~type~~with authorizations of ~~business,~~Management and ~~securities~~the orBoard ~~banking~~of ~~activities~~Directors; orand

· provide asreasonable ~~found~~assurance regarding byprevention aor ~~court~~timely detection of ~~competent~~unauthorized ~~jurisdiction (in a civil action)~~acquisition, ~~the~~use ~~Securities and Exchange Commission~~ or disposition ~~the~~of ~~Commodity~~our ~~Futures~~assets ~~Trading~~that ~~Commission~~could to have ~~violated~~ a ~~federal~~material oreffect ~~state~~on ~~securities or commodities law, and~~ the ~~judgment has not been reversed, suspended or vacated~~financial statements.

~~Audit~~Because ~~Committee~~of ~~Financial~~its ~~Expert~~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.

WeAs dorequired ~~not~~by ~~have~~Rule a13a-15(c) ~~member~~promulgated onunder ~~our~~the ~~Board~~Exchange ofAct, ~~Directors~~Management, ~~that~~with ~~has~~the ~~been~~participation ~~designated~~of asour anCEO ~~audit~~and ~~committee~~CFO, ~~"financial~~evaluated ~~expert." We do not believe that~~ the ~~addition~~effectiveness of ~~such an expert~~our ~~would~~internal ~~add~~control ~~anything~~over ~~meaningful~~financial toreporting ~~the~~as ~~Corporation~~of atJune ~~this~~30, ~~time~~2013. ItManagement's assessment istook ~~also~~into ~~unlikely~~consideration wethe ~~would~~size beand ~~able~~complexity toof ~~attract~~the ~~an independent financial~~corporation ~~expert~~and towas ~~serve~~based on ~~our~~criteria ~~Board~~set offorth ~~Directors~~by atthe ~~this~~Committee ~~stage~~ of ~~our~~Sponsoring Organizations ~~development.~~of Inthe ~~order~~Treadway toCommission ~~entice~~in ~~such~~Internal aControl ~~director~~over ~~to join our Board~~Financial ofReporting ~~Directors~~-Guidance wefor ~~would~~Smaller ~~probably~~Public ~~need~~Companies. toIn ~~acquire~~performing ~~directors'~~the ~~errors and omission liability insurance and provide some form of~~assessment, ~~meaningful~~Management ~~compensation~~has toconcluded ~~such~~that aour ~~director;~~internal ~~two~~control ~~things~~over wefinancial ~~are~~reporting ~~unable~~was effective toas ~~afford~~of atJune ~~this~~30, ~~time~~2013.

~~Under~~Attestation ~~the~~report ~~applicable~~of ~~SEC~~the ~~standards,~~registered ~~an audit~~public ~~committee~~accounting ~~financial expert means a person who has the following attributes:~~firm

·This ~~understanding~~annual report does not include an attestation report of ~~generally~~the ~~accepted~~Corporation's registered public accounting ~~principles~~firm ~~and~~regarding internal control over financial reporting. ~~statements;~~Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only Management's report in this annual report.

~~· ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;~~32

·Changes ~~experience~~in ~~preparing,~~internal ~~auditing,~~control ~~analyzing~~over ~~or evaluating~~ financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities; reporting

·Based ~~understanding~~on the evaluation as of ~~internal~~June ~~controls~~30, 2013, Jeffrey Edwards, our President, CEO and ~~procedures~~CFO ~~for~~have concluded that there were no significant changes in our internal controls over financial reporting; or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

·Item understanding9A(T). ofControls auditand committee functions.Procedures

~~Audit~~See ~~Committee~~Item 9A - Controls and Procedures above.

MolecularItem USA has a designated audit committee consisting of solely of Mr9B. Edwards.Other Mr. Edwards does not meet the independent requirements for an audit committee member. Molecular USA's audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. Molecular USA has adopted an audit committee charter.Information

~~Disclosure Committee and Charter~~None.

MolecularPART USA has a disclosure committee and disclosure committee charter. Molecular USA's disclosure committee is comprised of all of its officers and directors. The purpose of the committee is to provide assistance to the CEO and CFO in fulfilling their responsibilities regarding the identification and disclosure of material information about Molecular USA and the accuracy, completeness and timeliness of Molecular USA's financial reports.III

32Item 10. Directors, Executive Officers and Corporate Governance

ComplianceIdentification with Section 16(a) of theDirectors Securitiesand ExchangeExecutive Act of 1934 Officers

~~Section~~The ~~16(a)~~following oftable sets forth the ~~Securities~~names ~~Exchange~~of ~~Act~~all ofdirectors ~~1934,~~and ~~as amended, requires that our~~ executive officers ~~and directors and persons who own more than 10%~~ of ~~a registered class of our equity securities file with~~ the ~~SEC~~Molecular ~~initial~~USA ~~statements~~as of ~~beneficial~~August ~~ownership~~13, ~~reports of changes in ownership and annual~~2013 ~~reports concerning their ownership of our common stock~~ and ~~other~~June ~~equity securities~~30, ~~on Forms 3, 4 and 5 respectively~~2013. ~~Executive officers,~~These ~~directors~~persons ~~and~~will ~~greater~~serve ~~than~~until ~~10%~~the ~~shareholders~~next ~~are~~annual ~~required~~meeting by of the ~~SEC~~stockholders ~~regulations~~or tountil ~~furnish~~their ussuccessors ~~with~~are ~~copies~~elected ofor ~~all~~appointed ~~Section~~and ~~16(a)~~qualified, ~~reports~~or ~~they~~their ~~file~~prior resignation or termination.

To ~~the~~ Name Age Position Date ~~best~~Position of First ~~our~~Held ~~knowledge,~~ ~~during~~ Jeffrey ~~the fiscal~~Edwards ~~year~~ 62 President, Chief ~~ended~~Executive ~~June 30~~Officer, ~~2012,~~Chief ~~all~~Financial ~~executive~~Officer ~~officers, directors~~ and ~~greater~~Director October ~~than~~28, ~~10%~~2005 ~~shareholders filed the required reports in a timely~~ ~~manner.~~

~~Code~~Mr. Jeffrey Edwards. Mr. Edwards has over twenty years of ~~Ethics~~experience in managing new technological innovations in the medical device and pharmaceutical industry. From 2004 to 2008, Mr. Edwards was a director of Global Energy Medicine Pty Ltd, a private therapeutic device corporation. From 2002 to 2005, Mr. Edwards, as president and a shareholder of International Scientific Pty Ltd., managed a variety of medical and technology projects. In 2002 and 2003, Mr. Edwards was actively involved with Colltech Australia Limited ("Colltech"), a corporation involved in the production and sale of collagen. Colltech is listed on the Australian Stock Exchange ("CAU"). From its inception in 1995 to 2001, Mr. Edwards was the executive director of Genesis Biomedical Limited ("Genesis"), a pharmaceuticals and biotechnology listed on the Australian Stock Exchange ("GBL"). While at Genesis, Mr. Edwards was responsible for all medical and clinical activities of the corporation as well as all day to day management of staff and corporate activities. Mr. Edwards currently serves as a director of OBJ Limited, a drug delivery corporation listed on the Australian Stock Exchange ("OBJ") (2005). He also holds the office of Chief Operations Officer of Molecular Pharmacology Limited, a wholly owned subsidiary of Molecular USA.

MolecularFamily USA has adopted a code of ethics that applies to all its executive officers and employees, including its CEO and CFO. A copy of Molecular USA's adopted code of ethics is attached to this annual report. Molecular USA undertakes to provide any person with a copy of its code of ethics free of charge. Please contact Molecular USA at 011-61-8-9443-3011 to request a copy of Molecular USA's code of ethics. Management believes Molecular USA's code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.relationships

~~Item~~Not 11applicable. ~~Executive Compensation~~

SummarySignificant of Compensation of Executive OfficersEmployees

~~The~~We ~~following~~have ~~table~~no ~~summarizes~~employees ~~the~~who ~~compensation paid~~are tonot ~~our~~executive officers, ~~President~~but ~~and~~who ~~CEO~~are ~~during~~expected ~~the~~to ~~last~~make ~~three~~a ~~complete~~significant ~~fiscal~~contribution ~~years.~~to ~~No other officer or director received annual compensation in excess of $100,000 during~~ the ~~last three complete fiscal years~~Corporation's business.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compen- sation ($)

Nonquali-fied Deferred Compen-sation ($)

All Other Compen-sation ($)

Total ($)

John Palermo Corporate Secretary of PharmaNet(1)

2012

Nil

$121,074

2011

Nil

$75,587

2010

Nil

$63,753

Jeffery D. Edwards, President, CEO and Director(2)

2012

Nil

2011

Nil

2010

Nil

Notes:

(1)

Mr. John Palermo is the Corporate Secretary of PharmaNet. He is not a director or officer of Molecular USA. Mr. Palermo or entities controlled by him were paid or accrued consulting fees during the fiscal years ended June 30, 2012, June 30, 2011 and June 30, 2010. Mr. Palermo or entities controlled by him also were paid or accrued rental fees of $121,074 during the fiscal year ended June 30, 2012.

(2)

Mr. Jeffery D. Edwards was appointed to the office of President and Chief Executive Officer of Molecular USA on July 20, 2006.

AsInvolvement of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in theCertain paymentLegal of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our Corporation, from a change in control of our Corporation or a change in such officer's responsibilities following a change in control.Proceedings

33During the past five years, none of our directors, or persons nominated to become a director, or executive officer, promoter or control person:

~~Board~~· was a general partner or executive officer of ~~Directors~~any ~~Report~~business onagainst which any bankruptcy petition was filed, either ~~Executive~~at ~~Compensation~~the time of the bankruptcy or two years prior to that time;

~~The Board of Directors of Molecular USA is~~· ~~responsible~~was ~~for~~convicted ~~reviewing~~in ~~and~~a ~~determining the annual salary and other compensation of the executive officers and key employees~~criminal ofproceeding ~~Molecular~~or ~~USA.~~named ~~The~~subject ~~goals of Molecular USA are~~ to ~~align~~a ~~compensation~~pending ~~with~~criminal ~~business~~proceeding ~~objectives~~(excluding ~~and performance and to enable Molecular~~traffic ~~USA~~violations ~~to attract, retain~~ and ~~reward executive officers and~~ other ~~key~~minor employees who contribute to the long-term success of Molecular USA. Molecular USA will provide base salaries to its executive officers and key employees sufficient to provide motivation to achieve certain operating goals. Although salaries are not specifically tied to performance, incentive bonuses are available to certain executive officers and key employees. In the future, executive compensation may include without limitation cash bonuses, stock option grants and stock reward grants. In addition, Molecular USA may set up a pension plan or similar retirement plans.offenses);

~~Molecular~~· was ~~USA~~subject ~~has~~to noany ~~pension~~order, ~~health~~judgment or decree, ~~annuity~~not subsequently reversed, suspended or vacated, of any court of ~~insurance~~competent jurisdiction, ~~profit~~permanently ~~sharing~~or temporarily enjoining, barring, suspending or ~~similar~~otherwise ~~benefit~~limiting ~~plans.~~ his involvement in any type of business, securities or banking activities; or

~~Stock~~· ~~Options/SAR~~as ~~Grants~~found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

DuringAudit theCommittee fiscalFinancial years ended June 30, 2012 and June 30, 2011, we did not grant any stock options or stock appreciation rights to any of our directors or officers. There were no stock options exercised during the fiscal years ended June 30, 2012 or June 30, 2011, and there were no stock options or stock appreciation rights outstanding on June 30, 2012 or June 30, 2011.Expert

~~Long-Term~~We ~~Incentive~~do ~~Plans/Equity~~not have a member on our Board of ~~Compensation~~Directors ~~Plan~~that has been designated as an audit committee "financial expert." We do not believe that the addition of such an expert would add anything meaningful to the Corporation at this time. It is also unlikely we would be able to attract an independent financial expert to serve on our Board of Directors at this stage of our development. In order to entice such a director to join our Board of Directors we would probably need to acquire directors’ errors and omission liability insurance and provide some form of meaningful compensation to such a director; two things we are unable to afford at this time.

~~There~~Under ~~are~~the noapplicable ~~arrangements~~SEC ~~or plans in which we provide pension~~standards, ~~retirement~~an ~~or similar benefits for directors or executive officers, except that our directors and executive~~audit ~~officers~~committee ~~may~~financial ~~receive~~expert ~~stock~~means ~~options~~a atperson ~~the~~who ~~discretion~~has of our Board of Directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the ~~discretion~~following ~~of our Board of Directors.~~attributes:

~~We have no plans or arrangements in respect~~· ofunderstanding ~~remuneration received or that may be received by our executive officers to compensate such officers in the event~~ of ~~termination~~generally ofaccepted ~~employment~~accounting ~~(as~~principles aand ~~result~~financial ~~of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.~~statements;

~~Compensation~~· ability to assess the general application of ~~Directors~~such principles in connection with the accounting for estimates, accruals and reserves;

~~No cash compensation was paid to any of our~~· ~~directors~~experience ~~for~~preparing, ~~the director's services as a director during the year ended June 30~~auditing, analyzing ~~2012~~ or ~~since~~evaluating ~~our~~financial ~~inception.~~statements Wethat ~~have~~present noa ~~standard arrangement~~breadth ~~pursuant~~and ~~to which our directors are compensated for their services in their capacity as directors except for the granting~~level ~~from time to time~~ of ~~incentive~~complexity ~~stock options. The Board~~ of ~~Directors~~accounting ~~may~~issues ~~award~~that ~~special~~are ~~remuneration~~generally comparable to ~~any~~the ~~director undertaking~~breadth ~~any~~and ~~special~~complexity ~~services on behalf~~ of ~~our~~issues ~~Corporation~~that ~~other~~can ~~than~~reasonably ~~services~~be ~~ordinarily~~expected ~~required~~to ofbe araised ~~director.~~by ~~Other~~the registrant's ~~than~~financial ~~indicated below~~statements, no ~~director received and/~~or ~~accrued~~experience ~~any~~actively ~~compensation~~supervising ~~for~~one ~~his~~or more ~~services~~persons asengaged ain ~~director,~~such ~~including committee participation and/or special assignments.~~activities;

~~Stock~~· understanding ~~Option~~of ~~Plans~~internal controls and procedures for financial reporting; and

~~Molecular USA has not adopted a stock option~~· ~~plan~~understanding orof ~~long-term~~audit ~~incentive plans at this time~~committee functions.

34Audit Committee

~~Item~~Molecular USA has 12a designated audit committee consisting of solely of Mr. ~~Security~~Edwards. ~~Ownership~~Mr. Edwards does not meet the independent requirements for an audit committee member. Molecular USA’s audit committee is responsible for: (1) selection and oversight of ~~Certain~~our ~~Beneficial~~independent ~~Owners~~accountant; (2) establishing procedures for the receipt, retention and ~~Management~~treatment of complaints regarding accounting, internal controls and ~~Related~~auditing ~~Stockholder~~matters; ~~Matters~~(3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. Molecular USA has adopted an audit committee charter.

SecurityDisclosure OwnershipCommittee of Certain Beneficial Owners and ManagementCharter

~~The~~Molecular USA has ~~following~~a ~~table~~disclosure ~~sets~~committee ~~forth,~~and asdisclosure atcommittee ~~August~~charter. Molecular ~~21,~~USA’s ~~2012,~~disclosure ~~certain~~committee ~~information~~is ~~with~~comprised ~~respect~~of toall ~~the~~of ~~beneficial~~its ~~ownership~~officers ofand directors. ~~our~~The ~~common~~purpose ~~stock~~of bythe ~~each~~committee ~~shareholder~~is ~~known~~to byprovide usassistance to be the ~~beneficial~~CEO ~~owner~~and CFO ofin ~~more~~fulfilling ~~than~~their ~~five~~responsibilities ~~percent~~regarding ~~(5%)~~the identification and disclosure of ~~our~~material ~~common~~information ~~stock,~~about Molecular USA and bythe ~~each~~accuracy, completeness ofand ~~our~~timeliness ~~current~~of ~~directors~~Molecular ~~and~~USA’s ~~executive~~financial ~~officers~~reports.

EachCompliance person has sole voting and investment power with respectSection to16(a) the shares of commonthe stock,Securities exceptExchange asAct otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.1934

Name and Address of Beneficial Owner			Amount and Nature of Beneficial Ownership(1)	Percentage of Class(1)
Pharmanet Group Limited Level 1 284 Oxford Street Leederville, Western Australia 6007			78.89%	78.89%
Jeffery Edwards 10 Koeppe Road, Claremont Perth, Australia 6010			0	0%
Directors and Executive Officers as a Group			0	0%
Notes:
	(1)	Based on 111,553,740 shares of common stock issued and outstanding as of August 21, 2012. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and directors and persons who own more than 10% of a registered class of our equity securities file with the SEC initial statements of

~~Changes in Control~~34

~~There~~beneficial ~~are~~ownership, noreports ~~present~~of ~~arrangements~~changes ~~or pledges~~in ownership and annual reports concerning their ownership of ~~the~~our ~~Corporation's~~common stock and other equity securities, ~~which~~on ~~may~~Forms ~~result~~3, in4 aand ~~change~~5 inrespectively. ~~control~~Executive ofofficers, directors and greater than 10% shareholders are required by the ~~Corporation~~SEC regulations to furnish us with copies of all Section 16(a) reports they file.

~~Item 13.~~To ~~Certain~~the ~~Relationships~~best ~~and~~of ~~Related~~our ~~Transactions~~knowledge, during the fiscal year ended June 30, 2013, all executive officers, directors and ~~Directors~~greater ~~Independence~~than 10% shareholders filed the required reports in a timely manner.

CertainCode Relationshipsof and Related TransactionsEthics

~~Other~~Molecular USA ~~than~~has asadopted ~~noted~~a ~~below~~code of ethics that applies to all its executive officers and employees, ~~none~~including its CEO and CFO. A copy of ~~the~~Molecular ~~following~~USA’s adopted ~~parties~~code ~~has,~~of ~~during~~ethics ~~the~~is ~~fiscal~~attached ~~year~~to ~~ended~~this ~~June~~annual ~~30,~~report. ~~2012,~~Molecular ~~had~~USA undertakes to provide any ~~material~~person ~~interest,~~with ~~direct~~a orcopy ~~indirect~~of its code of ethics free of charge. Please contact Molecular USA at 011-61-8-9443-3011 to request a copy of Molecular USA’s code of ethics. Management believes Molecular USA’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in ~~any~~public ~~transaction~~reports; comply with us orapplicable inlaws; ~~any~~ensure ~~presently~~prompt internal ~~proposed~~reporting ~~transaction~~of ~~that~~code ~~has~~violations; orand ~~will~~provide ~~materially~~accountability ~~affect~~for ~~us:~~adherence to the code.

·Item Any11. ofExecutive our directors or officers;Compensation

·Summary Anyof personCompensation proposedof asExecutive a nominee for election as a director;Officers

·The ~~Any~~following ~~person~~table ~~who~~summarizes ~~beneficially~~the ~~owns,~~compensation paid ~~directly~~to orour ~~indirectly,~~President ~~shares~~and ~~carrying~~CEO ~~more~~during ~~than~~the ~~10%~~last ofthree ~~the~~complete ~~voting~~fiscal ~~rights~~years. ~~attached~~No other toofficer ~~our~~or ~~outstanding~~director ~~shares~~received annual compensation in excess of ~~common~~$100,000 during ~~stock;~~the last three complete fiscal years.

· ~~Any~~ SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) John Palermo, Corporate Secretary of ~~our~~PharmaNet(1) 2013 Nil Nil Nil Nil Nil Nil $157,374 $157,374 ~~promoters;~~ 2012 Nil Nil Nil Nil Nil Nil $121,074 $121,074 2011 Nil Nil Nil Nil Nil Nil $75,587 $75,587 Jeffrey Edwards, President, CEO, CFO and Director(2) 2013 Nil Nil Nil Nil Nil Nil Nil Nil 2012 Nil Nil Nil Nil Nil Nil Nil Nil 2011 Nil Nil Nil Nil Nil Nil Nil Nil Notes: (1) Mr. John Palermo is the Corporate Secretary of PharmaNet. He is not a director nor an officer of Molecular USA. Mr. Palermo or entities controlled by him were paid or accrued consulting fees during the fiscal years ended June 30, 2013, June 30, 2012 and June 30, 2011. Mr. Palermo or entities controlled by him also were paid or accrued consulting fees and administration fees of $157,374 during the fiscal year ended June 30, 2013. (2) Mr. Jeffrey Edwards was appointed to the office of President and Chief Executive Officer of Molecular USA on July 20, 2006.

·As ~~Any~~of ~~relative~~the date of this annual report, we have no compensatory plan or ~~spouse~~arrangement ofwith respect to any ofofficer that results or will result in the ~~foregoing~~payment ~~persons~~of ~~who~~compensation ~~has~~in any form from the ~~same~~resignation, retirement ~~house~~or asany other termination of employment of such ~~person~~officer's employment with our Corporation, from a change in control of our Corporation or a change in such officer's responsibilities following a change in control.

AsBoard at June 30, 2012, we owe $1,000 to Jeff Edwards, a director and officer of MolecularDirectors USA,Report for monies advanced by him to us (June 30, 2011 - $1,000). The advances do not carry an interest rate, are unsecured and are due on demand.Executive Compensation

AsThe atBoard ~~June~~of ~~30,~~Directors ~~2012~~of weMolecular ~~owe~~USA ~~$22,846~~is responsible tofor areviewing ~~corporation~~and determining the annual salary and other ~~owned~~compensation byof athe ~~director~~executive officers and key employees of Molecular USA. orThe goals anof ~~officer~~Molecular ofUSA ~~PharmaNet~~are ~~(June~~to 30align compensation with business objectives and performance and to enable Molecular USA to attract, ~~2011~~retain and reward executive officers and other key employees who contribute to the long-term ~~$65~~success of Molecular USA. Molecular USA will provide base salaries to its executive officers and key employees sufficient to provide motivation to achieve certain operating goals. Although salaries are not specifically tied to performance,~~231)~~ incentive bonuses are available to certain executive officers and key employees. In the future, executive compensation may include without limitation cash bonuses, stock option grants and stock reward grants. In addition, Molecular USA may set up a pension plan or similar retirement plans.

~~As at June 30, 2012, the amount due to related parties includes $1,101 payable to a corporation owned by a director of~~ Molecular USA orhas anno ~~officer~~pension, ~~of PharmaNet (June 30~~health, ~~2011~~annuity, ~~– $673). This balance is non-interest bearing~~insurance, ~~unsecured~~profit ~~and~~sharing ~~has~~or nosimilar ~~fixed~~benefit ~~terms of repayment~~plans.

AsStock atOptions/SAR June 30, 2012, the amount due to related parties includes $7,741 payable to a corporation owned by a director of Molecular USA or an officer of PharmaNet (June 30, 2011 - $Nil). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.Grants

AsDuring the atfiscal years ended June 30, ~~2012~~2013 weand ~~owed~~June $230,~~036~~ 2012,~~760~~ towe ~~PharmaNet~~did not grant any ~~for~~stock ~~loans~~options ~~advanced~~or stock appreciation rights to usany ~~(June~~of ~~30,~~our ~~2011-~~directors ~~$1,896,625)~~or officers. ~~PharmaNet~~ There ~~owns~~were ~~approximately~~no ~~78.89%~~stock ofoptions exercised during the ~~common~~fiscal ~~stock~~years ofended ~~Molecular USA. This~~June ~~balance~~30, is2013 or ~~non-interest~~June ~~bearing~~30, ~~unsecured~~2012, and ~~has~~there were no ~~fixed~~stock ~~terms~~options ofor ~~repayment~~stock appreciation rights outstanding on June 30, 2013 or June 30, 2012.

During the fiscal year ended June 30, 2012, a director of the Corporation or an officer of PharmaNet and their controlled entities were paid or accrued consulting fees of $46,316 (June 30, 2011 Long-Term $43,786;Incentive JunePlans/Equity 30,Compensation 2010 - $41,920; cumulative - $862,586) by the Corporation.Plan

~~During~~There ~~the~~are ~~year~~no ~~ended~~arrangements ~~June~~or 30plans in which we provide pension, ~~2012~~retirement or similar benefits for directors or executive officers, aexcept ~~director~~that our directors and executive officers may receive stock ofoptions at the ~~Corporation~~discretion orof anour ~~officer~~Board of ~~PharmaNet,~~Directors. ~~and~~We ~~their~~do ~~controlled~~not ~~entities~~have ~~were~~any material ~~paid~~bonus or ~~accrued~~profit ~~consulting~~sharing ~~and/~~plans pursuant to which cash or ~~administration~~non-cash ~~fees~~compensation ofis ~~$20,449~~or ~~(June~~may ~~30,~~be ~~2011~~paid -to ~~$22,897;~~our ~~June~~directors 30or executive officers, ~~2010~~except that -stock ~~$Nil;~~options ~~cumulative~~may -be ~~$43,346)~~granted byat the ~~Corporation~~discretion of our Board of Directors.

~~During~~We ~~the~~have ~~year~~no ~~ended~~plans 30or ~~June~~arrangements ~~2012,~~in arespect ~~director~~ of remuneration ~~the~~received ~~Corporation~~ or anthat ~~officer~~may ofbe ~~PharmaNet,~~received ~~and~~by ~~their~~our ~~controlled~~executive ~~entities~~officers ~~were~~to compensate ~~paid~~such orofficers ~~accrued~~in ~~consulting~~the ~~fees~~event of ~~$21,285~~termination of employment (30as a result ~~June~~of ~~2011~~resignation, -retirement, ~~$Nil;~~change 30of ~~June~~control) ~~2010~~or -a ~~$Nil;~~change ~~cumulative~~of -responsibilities following ~~$21~~a change of control,~~285)~~ bywhere the ~~Corporation~~value of such compensation exceeds $60,000 per executive officer.

DuringCompensation the year ended June 30, 2012, a director of the Corporation or an officer of PharmaNet and their controlled entities were paid or accrued consulting fees of $33,024 (2011 - 8,904; 2010 - $Nil; cumulative - $41,928) by the Corporation.Directors

~~During~~No cash compensation was paid to any of our directors for the director's services as a director during the year ended June 30, ~~2012,~~2013 aor ~~director~~since our inception. We have no standard arrangement pursuant to ofwhich ~~Molecular~~our ~~USA~~directors orare ancompensated ~~officer~~for oftheir ~~PharmaNet,~~services ~~and~~in their ~~controlled~~capacity ~~entities~~as directors ~~were~~except ~~paid~~for orthe ~~accrued~~granting ~~office~~from ~~and~~time ~~miscellaneous~~to ~~expenses~~time of incentive stock options. The Board of ~~$Nil~~Directors ~~(June~~may ~~30,~~award ~~2011~~special -remuneration ~~$Nil;~~to ~~June~~any ~~30,~~director undertaking ~~2010~~any –special ~~$17~~services on behalf of our Corporation other than services ordinarily required of a director. Other than indicated below,~~352;~~ ~~cumulative~~no director –received ~~$80~~and/or accrued any compensation for his services as a director,~~468)~~ byincluding ~~the~~committee ~~Corporation~~participation and/or special assignments.

DuringStock theOption year ended June 30, 2012, a director of Molecular USA or an officer of PharmaNet, and their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (June 30, 2011 - $Nil; June 30, 2010 – $4,481; cumulative – $4,481) by the Corporation.Plans

~~During the fiscal year ended June 30, 2012, a director of~~ Molecular USA orhas annot ~~officer~~adopted ofa ~~PharmaNet,~~stock ~~and~~option ~~their~~plan ~~controlled entities were paid~~ or ~~accrued rental fees of $Nil (June 30, 2011~~ long-term ~~$Nil;~~incentive ~~June~~plans ~~30,~~at ~~2010 - $Nil; cumulative - $12,987)~~this time.

AsItem at12. theSecurity dateOwnership of thisCertain annualBeneficial report,Owners weand do notManagement haveand anyRelated policiesStockholder in place with respect to whether we will enter into agreements with related parties in the future.Matters

DirectorSecurity Independence Ownership of Certain Beneficial Owners and Management

WeThe ~~currently~~following dotable ~~not~~sets ~~have~~forth, ~~any~~as ~~independent~~at ~~directors~~August 13, as2013, ~~the~~certain ~~term~~information ~~"independent"~~with isrespect ~~defined~~to by the ~~rules~~beneficial ownership of ~~the~~our common ~~NASDAQ~~stock ~~Stock~~by ~~Market~~each ~~(Note:~~shareholder ~~Our~~known ~~shares~~by ofus ~~common~~to ~~stock~~be ~~are not~~the ~~listed~~beneficial onowner ~~NASDAQ~~of ormore than ~~any~~five ~~other~~percent ~~national~~(5%) ~~securities~~of ~~exchange~~our common stock, and ~~this~~by ~~reference~~each isof ~~used~~our ~~for~~current directors ~~definition~~and ~~purposes~~executive ~~only)~~officers.

~~Item 14. Principal Accounting Fees and Services~~36

~~Fees~~Each person has sole voting and ~~Services~~investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

~~Our~~ ~~principal~~ Name ~~accountant~~and Address of Beneficial Owner Amount and Nature of Beneficial Ownership(1) Percentage of Class(1) Pharmanet Group Limited Level 1 284 Oxford Street Leederville, ~~James~~ Western ~~Stafford~~Australia 6007 78.89% 78.89% Jeffrey Edwards 10 Koeppe Road, ~~Chartered~~Claremont ~~Accountants~~ Perth, ~~billed~~Australia an6010 0 0% ~~aggregate~~ Directors and Executive Officers as a Group 0 0% Notes: (1) Based on 111,553,740 shares of ~~$22~~common stock issued and outstanding as of August 13,~~752~~ 2013.66 ~~for~~Except as otherwise indicated, we believe that the beneficial ~~fiscal~~owners ~~year~~of ~~ended~~the ~~June~~common 30stock listed above, ~~2012~~based on information furnished by such owners, have sole investment and ~~for~~voting ~~professional~~power ~~services~~with ~~rendered~~respect to ~~for~~such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the ~~audit~~rules of the ~~Corporation's~~SEC ~~annual~~and generally ~~consolidated~~includes ~~financial~~voting ~~statements~~or ~~and~~investment ~~review~~power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the ~~consolidated~~percentage ~~financial~~ownership ~~statements~~of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ~~included~~ownership inof ~~its~~any ~~quarterly~~other ~~reports~~person.

36Changes in Control

~~The~~There ~~following~~are isno anpresent ~~aggregate~~arrangements ofor ~~fees~~pledges ~~billed for each~~ of the ~~fiscal~~Corporation’s ~~years~~securities ~~ended~~which ~~June~~may ~~30,~~cause ~~2012~~a ~~and~~change ~~June~~in ~~30,~~control ~~2011~~of ~~for~~the ~~professional services rendered by our principal accountants:~~Corporation.

	Fiscal year ended June 30, 2012	Fiscal year ended June 30, 2011
Audit fees*	$22,752.66	$11,228
Audit-related fees	-	4,765
Tax fees	-	-
All other fees	-	3,701
Total fees paid or accrued to our principal accountants	$22,752.66	$19,694

~~Pre-Approval~~Other ~~Policies~~than ~~and~~as ~~Procedures~~noted below, none of the following parties has, during the fiscal year ended June 30, 2013, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

~~Our policy is to pre-approve all audit and~~· ~~permissible~~Any ~~non-audit~~of ~~services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under~~ our ~~audit~~directors ~~committee's policy, pre-approval is generally provided for particular services~~ or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.officers;

~~PART~~· Any IVperson proposed as a nominee for election as a director;

~~Item~~· Any ~~15.~~person ~~Exhibits~~who beneficially owns, directly ~~Financial~~or ~~Statement~~indirectly, ~~Schedules~~shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

~~Exhibit~~· Any ~~Number~~of ~~and~~our ~~Exhibit~~promoters; ~~Title~~or

2.1	Share Purchase Agreement dated November 25, 2005 to acquire Molecular Pharmacology Limited (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
3.1	Articles of Incorporation as Amended (incorporated by reference from our Form 10-SB Registration Statement, filed January 23, 2003)
3.2	Certificate of Amendment to Articles of Incorporation, dated July 15, 2002 (incorporated by reference from our Form 10-SB, filed January 23, 2003)
3.3	Certificate of Amendment to Articles of Incorporation, dated August 29, 2005
3.4	Bylaws (incorporated by reference from our Form 10-SB Registration Statement, filed May 2002
14.1	Code of Ethics (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
21	Subsidiaries of Molecular USA (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
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	Certificate of CEO and CFO as Required by Rule 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
99.1	Disclosure Committee Charter (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
99.2	Audit Committee Charter (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)

· Any relative or spouse of any of the foregoing persons who has the same house as such person.

37As at June 30, 2013, we owe $1,000 to Jeffrey Edwards, a director and officer of Molecular USA, for monies advanced by him to us (June 30, 2012 - $1,000). The advances do not carry an interest rate, are unsecured and are due on demand.

~~SIGNATURES~~As at June 30, 2013, the amount due to related parties include $18,009 to a corporation owned by a director of Molecular USA or an officer of PharmaNet (June 30, 2012 - $22,846).

~~Pursuant~~As toat ~~the~~June ~~requirements~~30, of2013, ~~Section~~the 13amount due to orrelated ~~15(d)~~parties ofincludes ~~the~~$2,772 ~~Securities~~payable ~~Exchange~~to ~~Act~~a ofcorporation ~~1934,~~owned ~~the~~by ~~registrant~~a ~~has~~director ~~duly~~of Molecular ~~caused~~USA ~~this~~or ~~report~~an toofficer beof PharmaNet ~~signed~~(June on30, ~~its~~2012 ~~behalf~~– by$1,101). ~~the~~This ~~undersigned~~balance is non-interest bearing, ~~thereunto~~unsecured ~~duly~~and ~~authorized~~has no fixed terms of repayment.

	MOLECULAR PHARMACOLOGY (USA) LIMITED
	BY:	/s/ Jeffery D. Edwards
		Jeffery D. Edwards, President and Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors
	Date:	August 22, 2012

As at June 30, 2013, the amount due to related parties includes $15,252 payable to a corporation owned by a director of Molecular USA or an officer of PharmaNet (June 30, 2012 - $7,741). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.37

	BY:	/s/ Jeffery D. Edwards
		Jeffery D. Edwards, President and Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors
	Date:	August 22, 2012

As at June 30, 2013, we owed $2,007,468 to PharmaNet for loans advanced to us (June 30, 2012 - $2,036,760). PharmaNet owns approximately 78.89% of the common stock of Molecular USA. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

During the fiscal year ended June 30, 2013, a director of the Corporation or an officer of PharmaNet and their controlled entities were paid or accrued consulting fees of $33,582 (June 30, 2012 - $46,316; June 30, 2011 - $43,786; cumulative - $896,178) by the Corporation.

During the year ended June 30, 2013, a director of the Corporation or an officer of PharmaNet, and their controlled entities were paid or accrued administration fees of $24,948 (June 30, 2012 - $20,449; June 30, 2011 - $22,897; cumulative - $68,186) by the Corporation.

During the year ended June 30, 2013, a director of the Corporation or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $90,376 (June 30, 2012 - $21,285; June 30, 2011 - $Nil; cumulative - $111,658) by the Corporation.

During the year ended June 30, 2013, a director of the Corporation or an officer of PharmaNet and their controlled entities were paid or accrued consulting fees of $Nil (June 30, 2012 - $33,024; June 30, 2011 - $8,904; cumulative - $41,928) by the Corporation.

During the year ended June 30, 2013, a director of Molecular USA or an officer of PharmaNet, and their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (June 30, 2012 - $Nil; June 30, 2011 – $Nil; cumulative – $80,468) by the Corporation.

During the fiscal year ended June 30, 2013, a director of Molecular USA or an officer of PharmaNet, and their controlled entities were paid or accrued rental fees of $Nil (June 30, 2012 - $Nil; June 30, 2011 - $Nil; cumulative - $12,987).

During the year ended June 30, 2013, a director of Molecular USA or an officer of PharmaNet, and their controlled entities were paid or accrued consulting fees of $8,473 (June 30, 2012 - $Nil, June 30, 2011 - $Nil, Cumulative - $8,473).

As at the date of this annual report, we do not have any policies in place with respect to whether we will enter into agreements with related parties in the future.

Director Independence

We currently do not have any independent directors, as the term "independent" is defined by the rules of the NASDAQ Stock Market (Note: Our shares of common stock are not listed on NASDAQ or any other national securities exchange and this reference is used for definition purposes only).

Item 14. Principal Accounting Fees and Services

Fees and Services

Our principal accountant, James Stafford, Chartered Accountants billed an aggregate of $20,983 for the fiscal year ended June 30, 2013 and for professional services rendered for the audit of the Corporation’s annual consolidated financial statements and review of the consolidated financial statements for the included in its quarterly reports.

The following is an aggregate of fees billed for each of the fiscal years ended June 30, 2013 and June 30, 2012 for professional services rendered by our principal accountants:

	Fiscal year ended June 30, 2013	Fiscal year ended June 30, 2012

Audit fees*	$20,983	$22,753
Audit-related fees	-	-
Tax fees	-	-
All other fees	-	-
Total fees paid or accrued to our principal accountants	$20,983	$22,753

* Audit fees consist of fees related to professional services rendered in connection with the audit of our annual consolidated financial statements, and the review of the consolidated financial statements included in each of our quarterly reports on Form 10-Q.

Pre-Approval Policies and Procedures

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number and Exhibit Title

2.1	Share Purchase Agreement dated November 25, 2005 to acquire Molecular Pharmacology Limited (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
3.1	Articles of Incorporation as Amended (incorporated by reference from our Form 10-SB Registration Statement, filed January 23, 2003)
3.2	Certificate of Amendment to Articles of Incorporation, dated July 15, 2002 (incorporated by reference from our Form 10-SB, filed January 23, 2003)
3.3	Certificate of Amendment to Articles of Incorporation, dated August 29, 2005
3.4	Bylaws (incorporated by reference from our Form 10-SB Registration Statement, filed May 2002
14.1	Code of Ethics (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
21	Subsidiaries of Molecular USA (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
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	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
99.1	Disclosure Committee Charter (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)
99.2	Audit Committee Charter (incorporated by reference from our Form 10-KSB Registration Statement, filed January 31, 2006)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	MOLECULAR PHARMACOLOGY (USA) LIMITED

	BY:	/s/ Jeffery D. Edwards
		Jeffery D. Edwards, President and Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors
	Date:	August 13, 2013

BY:

/s/ Jeffery D. Edwards

Jeffery D. Edwards, President and Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors

Date:

August 13, 2013

FORWARD LOOKING INFORMATION

PART I

Item 1. Business

Business Development - Formation and Reorganization

TheOur majorityCurrent of over-the-counter anti-pain and anti-inflammatory products sold for the treatment of acute localized pain are based on non-steroidal anti-inflammatory drugs or NSAIDs. The majority of such products are slow acting and provide only mild pain relief.Business

·Licensed dermatological or cosmetic use, or tissue repair or tissue regeneration effect;Products

ManagementPatents of& Molecular USA and MPLA believes that MPLA's products, trademarks, and other proprietary rights do not infringe on the proprietary rights of third parties.Trademarks

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

3Manufacturing & Supply

InEnvironmental the year ended 2012, Molecular USA did not have any employees and does not intend to hire any employees in the upcoming year. We rely heavily on outside contractors to conduct our business.Compliance

Reports to Securities HoldersEmployees

NoReports disclosureto isSecurities required hereunder as the Corporation is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.Holders

MolecularItem USA's office space is located at Drug Discovery Centre, 28 Oxford Street, Leederville 6007 Perth, Western Australia1A. ThisRisk office space was provided free of charge during the year ended June 30, 2012, from a corporation controlled by an officer of PharmaNet.Factors

NotItem Applicable2. Properties

Item 5 3. MarketLegal for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesProceedings

Item 4. Mine Safety Disclosures

HoldersPART of Common StockII

AsItem of5. August 21,Market 2012for Registrant’s Common Equity, thereRelated wereStockholder 19Matters registered shareholdersand ofIssuer MolecularPurchases USA'sof commonEquity stock.Securities

None.Dividends

NoEquity disclosureCompensation is required hereunder as Molecular USA is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.Plan

2012Item Activities6. andSelected DevelopmentsFinancial Data

Results2013 ofActivities Operationand Developments

COMMONResults STOCKof – Net cash provided by financing activities during the year ended June 30, 2012 was $Nil (June 30, 2011 - $Nil).Operation

IfLiquidity we are unsuccessful in obtaining new capital, our ability to seek and consummateCapital strategic acquisitions to build our company internationally and to expand of our business development and marketing programs could be adversely affected.Resources

Refine and proveOff-upBalance itsSheet proprietary active ingredients and to commence the processes that will lead to the issue of a Master Drug File registration of its products;Arrangement

GainResearch Australian regulatory and marketing approval;Development

RecentCapital AccountingExpenditure PronouncementsCommitments

CriticalRecent Accounting Policies and EstimatesPronouncements

Item 8.Critical FinancialAccounting StatementsPolicies and Supplementary DataEstimates

ConsolidatedStock-based Balance Sheets as at June 30, 2012 and June 30, 2011.Compensation

ConsolidatedItem Statements7A. ofQuantitative Cash Flows for the years ended June 30, 2012, June 30, 2011 and JuneQualitative 30,Disclosures 2010About andMarket for the period from the date of inception on July 14, 2004 to June 30, 2012.Risk

NotesItem to8. Consolidated Financial Statements. and Supplementary Data

NotItem applicable9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

SignificantItem Employees9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures

·Item understanding9A(T). ofControls auditand committee functions.Procedures

32Item 10. Directors, Executive Officers and Corporate Governance

ComplianceIdentification with Section 16(a) of theDirectors Securitiesand ExchangeExecutive Act of 1934 Officers

SummarySignificant of Compensation of Executive OfficersEmployees

34Audit Committee

SecurityDisclosure OwnershipCommittee of Certain Beneficial Owners and ManagementCharter

EachCompliance person has sole voting and investment power with respectSection to16(a) the shares of commonthe stock,Securities exceptExchange asAct otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.1934

CertainCode Relationshipsof and Related TransactionsEthics

·Item Any11. ofExecutive our directors or officers;Compensation

·Summary Anyof personCompensation proposedof asExecutive a nominee for election as a director;Officers

AsBoard at June 30, 2012, we owe $1,000 to Jeff Edwards, a director and officer of MolecularDirectors USA,Report for monies advanced by him to us (June 30, 2011 - $1,000). The advances do not carry an interest rate, are unsecured and are due on demand.Executive Compensation

AsStock atOptions/SAR June 30, 2012, the amount due to related parties includes $7,741 payable to a corporation owned by a director of Molecular USA or an officer of PharmaNet (June 30, 2011 - $Nil). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.Grants

DuringCompensation the year ended June 30, 2012, a director of the Corporation or an officer of PharmaNet and their controlled entities were paid or accrued consulting fees of $33,024 (2011 - 8,904; 2010 - $Nil; cumulative - $41,928) by the Corporation.Directors

DuringStock theOption year ended June 30, 2012, a director of Molecular USA or an officer of PharmaNet, and their controlled entities were paid or accrued office and miscellaneous expenses of $Nil (June 30, 2011 - $Nil; June 30, 2010 – $4,481; cumulative – $4,481) by the Corporation.Plans

AsItem at12. theSecurity dateOwnership of thisCertain annualBeneficial report,Owners weand do notManagement haveand anyRelated policiesStockholder in place with respect to whether we will enter into agreements with related parties in the future.Matters

DirectorSecurity Independence Ownership of Certain Beneficial Owners and Management

36Changes in Control

Item 13. Certain Relationships and Related Transactions, and Directors Independence

*Certain AuditRelationships fees consist of fees related to professional services rendered in connection with the audit of our annual consolidated financial statements, and theRelated review of the consolidated financial statements included in each of our quarterly reports on Form 10-Q.Transactions

Director Independence

Item 14. Principal Accounting Fees and Services

Fees and Services

Pre-Approval Policies and Procedures

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number and Exhibit Title

SIGNATURES

Filing Compare · Molecular Pharmacology (USA) Ltd.