10QSB 1 form10qsb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - NextGen Bioscience Inc. - Form 10-QSB

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

FORM 10-QSB

[X]  Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the quarterly period ended December 31, 2007

[   ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

 for the transition period from _______________ to _______________

Commission File Number: 000-51935

NEXTGEN BIOSCIENCE INC.
(Name of small business issuer as specified in its charter)

NEVADA N/A
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

4th Floor, 36 Spital Square, London, E1 6DY, England
(Address of principal executive offices)

+44(0)•207•297•8186
Issuer's telephone number

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [   ]   No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. 137,655,870 shares of common stock as of February 18, 2008.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No [X]

NEXTGEN BIOSCIENCE INC.

Quarterly Report On Form 10-QSB
For The Quarterly Period Ended
December 31, 2007

INDEX

PART I – FINANCIAL INFORMATION   1
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis 2
Item 3. Controls and Procedures 6
PART II – OTHER INFORMATION   8
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Securities Holders 10
Item 5. Other Information 10
Item 6. Exhibits 10

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. Forward-looking statements are made, without limitation, in relation to our operating plans, our liquidity and financial condition, availability of funds, operating costs and the market in which we compete. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward looking statements involve various risks and uncertainties and other factors that may cause our or our Company’s actual results, levels of activities, 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. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements. Although we believe that the expectations 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 those statements to actual results. In evaluating these statements, you should consider various factors outlined in our reports filed with the SEC from time to time. These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

i

PART I – FINANCIAL INFORMATION

Item 1.                Financial Statements

The following unaudited condensed consolidated interim financial statements of NextGen Bioscience Inc. (the “Company”) are included in this Quarterly Report on Form 10-QSB:

  Page
   
Consolidated Balance Sheets as at December 31, 2007 (unaudited) and September 30, 2006 (audited) F-1
   
Consolidated Statements of Operations for the three month periods ended December 31, 2007 and 2006 and for the period from incorporation (February 18, 2004) to December 31, 2007 (unaudited) F-2
   
Consolidated Statements of Cash Flows for the three periods ended December 31, 2007 and 2006 and for the period from incorporation (February 18, 2004) to December 31, 2007 (unaudited) F-3
   
Notes to Consolidated Financial Statements F-4

- 1 -

 

 

 

 

NextGen Bioscience Inc.

(Formerly Infrablue (US) Inc.)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

(Unaudited)

 

 

 

CONSOLIDATED BALANCE SHEETS
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Consolidated Balance Sheets

    December 31,     September 30,  
    2007     2007  
 ASSETS   (Unaudited)     (Audited)  
 Current            
     Cash $  66,380   $  55,080  
     Prepaids – short term (Note 6)   945,440     -  
     Accounts receivable   202     -  
    1,012,022     55,080  
 Prepaids – long term (Note 6)   1,041,250     -  
 Intellectual Property (Note 2)   3,500,000     -  
  $  5,553,272   $  55,080  
             
             
 LIABILITIES            
 Current            
   Accounts payable $  189,108   $  211,551  
   Accrued liabilities   30,144     37,460  
   Accrued interest (Note 3)   -     507  
   Due to related parties (Note 4)   -     185,307  
   Obligation to issue shares (Note 6)   2,082,500     -  
    2,301,752     434,825  
 Loan Payable (Note 3)   -     18,027  
    2,301,752     452,852  
             
 STOCKHOLDERS’ EQUITY (DEFICIENCY)            
 Capital Stock            
     Common Stock (Note 5)            
         Authorized: 400,000,000 shares with $0.001 par value            
         Issued: 128,897,568 (September 30, 2007 – 114,897,568)   128,897     114,897  
         Additional paid-in capital   6,340,073     2,854,073  
         Shares subscribed but unissued (Note 6)   156,768     50,518  
     Preferred Stock            
         Authorized: 5,000,000 shares with $0.001 par value            
         Issued: Nil   -     -  
 Accumulated Comprehensive Loss   (11,389 )   (13,112 )
 Deficit - Accumulated during the development stage   (3,362,829 )   (3,404,148 )
    3,251,520     (397,772 )
  $  5,553,272   $  55,080  
             
Going Concern (Note 1)            
Commitments (Note 6)            
Subsequent Events (Note 7)            

- See Accompanying Notes -

F-2

NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)

                Cumulative  
                From  
                Incorporation  
    For the Three     For the Three     February 18,  
    Months Ended     Months Ended     2004 to  
    December 31,     December 31,     December 31,  
    2007     2006     2007  
Sales $  -   $  3,023   $  72,914  
Cost of Sales   -     (2,758 )   (64,873 )
Gross Profit   -     265     8,041  
General and Administrative Expenses                  
   Accounting and auditing   36,144     27,192     325,350  
   Consulting   99,919     67,195     362,232  
   Depreciation   -     372     3,892  
   Development   -     -     9,567  
   Filing fees   940     135     10,128  
   Intellectual Property   -     -     2,500,000  
   Interest expense   346     2,283     12,413  
   Investor relations   -     11,579     18,250  
   Legal   44,445     3,883     123,013  
   Marketing and promotion   -     -     37,310  
   Office and information technology   -     94     12,133  
   Rent   3,068     2,874     41,303  
   Salaries and wages   -     5,113     136,584  
   Sub-contractors   -     -     5,551  
   Test equipment   -     -     1,439  
   Transfer agent fees   2,525     -     2,525  
   Travel   -     13     2,691  
    187,387     120,733     3,604,381  
                   
Loss from Operations   (187,387 )   (120,468 )   (3,596,340 )
Other Income (Expense)                  
   Foreign exchange loss   (376 )   -     (9,613 )
   Gain on forgiveness of debt   229,082     -     235,286  
   Recovery of license fees   -     -     7,838  
Net Income (Loss) $  41,319   $  (120,468 ) $  (3,362,829 )
                   
Earnings (Loss) per Share – Basic and Diluted $  (0.00 ) $  (0.00 )      
                   
Weighted Average Shares Outstanding   120,071,481     112,263,200        
                   
Comprehensive Income (Loss)                  
   Net Income (Loss) $  41,319   $  (120,468 ) $  (3,362,829 )
   Foreign currency translation adjustment   1,723     (2,704 )   (11,389 )
Total Comprehensive Income (Loss) $  43,042   $  (123,172 ) $  (3,374,218 )

- See Accompanying Notes -

F-3

NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

                Cumulative  
                From  
                Incorporation  
    For the Three     For the Three     February 18,  
    Months Ended     Months Ended     2004 to  
    December 31,     December 31,     December 31,  
    2007     2006     2007  
Operating                  
       Net income (loss) $  41,319   $  (120,468 ) $  (3,362,829 )
       Items not involving cash:                  
           Depreciation   -     372     3,892  
           Gain on forgiveness of debt   (229,082 )   -     (229,082 )
           Shares for services   95,810     -     156,630  
           Shares issued for intellectual property   -     -     2,500,000  
       Changes in non-cash working capital items:                  
           Accounts receivable   (202 )   (2,204 )   (202 )
           Prepaids   -     (3,502 )   -  
           Inventory   -     6,021     -  
           Accounts payable   (10,443 )   101,376     201,108  
           Accrued liabilities   (7,316 )   (13,728 )   20,117  
           Accrued interest   244     2,090     10,282  
           Amounts due to related parties   3,019     33,619     188,326  
Net cash flows provided by (used in) operations   (106,651 )   3,576     (511,758 )
                   
Investing                  
       Acquisition of equipment   -     -     (3,892 )
       Cash acquired on purchase of Tomi Holdings Inc.   -     -     135,688  
Net cash flows from investing activities   -     -     131,796  
                   
Financing                  
       Convertible promissory notes payable   -     -     100,500  
       Loan proceeds   9,978     -     28,005  
       Loan from related party   -     -     159,065  
       Shares subscribed but not issued   106,250     -     156,768  
       Share issuances for cash   -     -     13,393  
Net cash flows from financing activities   116,228     -     457,731  
                   
Effect of exchange rate changes   1,723     (2,787 )   (11,389 )
                   
Increase in Cash   11,300     789     66,380  
Cash, Beginning   55,080     679     -  
Cash, Ending $  66,380   $  1,468   $  66,380  
                   
Supplemental Cash Flow Information (Note 8)                  
       Income Taxes Paid $  -   $  -   $  -  
       Interest Paid $  -   $  125   $  (40 )

- See Accompanying Notes -

F-4


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

1.

Basis of Presentation
   

Organization
   

NextGen Bioscience Inc. (the "Company" or “NextGen”) was incorporated on April 5, 2005 under the laws of the State of Nevada under the name of Tomi Holdings Inc. On October 20, 2005, the Company changed its name to Infrablue (US) Inc.
   

On October 26, 2007, the Company merged with its wholly-owned subsidiary, NextGen Bioscience Inc. (“NextGen Bioscience”), a company incorporated pursuant to the laws of the State of Nevada, pursuant to Articles of Merger filed by the Company with the Nevada Secretary of State, to effect a name change of the Company to “NextGen Bioscience Inc.” and to reflect a proposed change in the Company’s principal business to a company focused in the biotechnology industry. The merger was in the form of a parent/subsidiary merger, with the Company as the surviving corporation. Upon completion of the merger, the Company’s name was changed from “InfraBlue (US) Inc.” to “NextGen Bioscience Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change.
   

On November 27, 2007, the Company purchased certain intellectual property assets and undertakings of Oxon Life Science Limited (“Oxon”) relating to the development of therapies for the treatment of certain types of cancer (Note 2). This acquisition constituted a change in the Company’s principal business to a biotechnology company focused on the development and commercialization of novel therapeutic proteins that disrupt the advance of life-threatening cancers with a focus on prostate and breast cancer. Upon completion of the acquisition of these assets, two directors from Oxon were appointed as directors of the Company and the Company’s former director and officer, resigned from the Company. The Company’s current board has determined to pursue the biotechnology business and is currently evaluating the sale or abandonment of the Company’s technology business.
   

Going Concern and Liquidity Considerations
   

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2007, the Company has a working capital deficiency of $1,289,730, an accumulated deficit of $3,362,829 and has incurred an accumulated operating cash flow deficit of $511,758 since incorporation. The Company intends to continue funding operations through sales and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next fiscal year.
   

Thereafter, the Company will be required to seek additional funds, either through sales and/or equity financing, to finance its long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these conditions, management intends to raise additional funds through future private placement offerings.
   

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-5


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

1.

Basis of Presentation – Continued
   

Unaudited Interim Consolidated Financial Statements
   

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2007 included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2007 are not necessarily indicative of the results that may be expected for the year ending September 30, 2008.
   
   
2.

Asset Purchase Agreement
   

On October 12, 2007, the Company entered in an asset purchase agreement with NextGen Bioscience and Oxon. The agreement by the Company, NextGen Bioscience and Oxon is to purchase certain intellectual property assets and undertakings of Oxon in consideration for 14,000,000 post-split shares. Under the terms of the asset purchase agreement, the Company agreed to complete a forward stock split of its outstanding shares on a four new shares for one old share basis (and a corresponding increase to the authorized capital of the Company) (Note 5). Oxon holds approximately 11% of the outstanding shares of the Company.
   

The value assigned was $3,500,000, being equivalent to the most recent share transactions of the Company at $0.25 per share. This amount was capitalized and will be tested quarterly for impairment, as set out in Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”.
   
   
3.

Loan Payable
   

During the year ended September 30, 2007, the Company received loan advances from Karada Ltd. (“Karada”), an unrelated third party. On November 28, 2007 the agreement was terminated and the loan balance of $28,005 and $751 of related interest was forgiven. No further obligation exists.
   

F-6


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

4.

Related Party Balances and Transactions
       

Related party transactions not disclosed elsewhere in these financial statements are as follows:
       
a)

The amounts due to related parties of $Nil (September 30, 2007 - $185,307) are non-interest bearing and due on demand. Included in due to related parties are $Nil (September 30, 2007 - $37,619) owing to two separate companies with a director in common with a corporate shareholder of the Company and $Nil (September 30, 2007 - $147,688) owing to a company with an officer in common with a corporate shareholder of the Company.
       
b)

By employment agreement dated April 1, 2004 and amended July 20, 2004, the Company agreed to pay the Managing Director $51,618 (GBP28,000) per annum plus 944,572 common shares every three months to a maximum of 5,667,472 shares. As at September 30, 2005, the maximum common shares have been issued. During the period ended December 31, 2007, $Nil (December 31, 2006 - $5,017) was paid to the Managing Director in cash.
       
c)

During the current period, the Company paid or accrued the following fees:
       
i)

$3,068 (December 31, 2006 - $2,874) for rent to a company with directors in common with a corporate shareholder of the Company; and
       
ii)

$Nil (December 31, 2006 - $29,387) for consulting services to a company with an officer in common with a corporate shareholder of the Company.
       

The above transactions, occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
       

All related party agreements were terminated November 26, 2007 and related party balances of $188,326 were forgiven. No further obligations exist.
       
       
5.

Capital Stock
       

The Company’s capitalization is 400,000,000 common shares with a par value of $0.001 per share and 5,000,000 common shares of preferred stock with a par value of $0.001 per share.
       
a)

The number of shares outstanding presented in these financial statements relating to share transactions taking place prior to October 26, 2007 have been restated to reflect the 4:1 stock split (Note 2).
       
b)

On November 23, 2007, the Company issued 14,000,000 post-split shares for intellectual property valued at $3,500,000.
       

There were no options or warrants granted during the current period and 1,734,368 warrants (1,734,368 – September 30, 2007) and Nil stock options (Nil – September 30, 2007) outstanding as at December 31, 2007.
   

F-7


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

6.

Commitments
     
a)

By agreement dated July 1, 2006, the Company entered into a one-year Consulting Agreement with a related company that has an officer in common with a corporate shareholder of the Company. The monthly payments for general consulting services is $9,183 (GBP 5,000) for a minimum of one year beginning on the agreement date above. This contract was terminated November 26, 2007 and no further obligation exists.
     
b)

By agreement dated August 9, 2006, the Company entered into a Supply Services Contract with an unrelated party for investor relations services ending December 31, 2006. The consideration for the services includes $12,000 in cash payments and 100,000 common stock of the Company. The amount of $6,000 (accrued) was payable on September 8, 2006, the execution date, and the balance $6,000 (accrued) was due December 7, 2006. The 100,000 common shares were issued February 28, 2007. This contract was terminated November 26, 2007 and no further obligation exists.
   

 
c)

By agreement dated August 21, 2006, the Company entered into a one-year Consulting Agreement with an unrelated party. As consideration, the Company is required to pay $25,000 on execution of the agreement (accrued) and $12,500 per month for six months commencing on October 1, 2006. On December 31, 2006 the agreement was terminated and therefore only three months have been accrued totalling $62,500. In addition, the Company issued 800,000 shares on February 28, 2007. On November 26, 2007, the Company terminated this agreement and settled the amount owing by issuing 150,000 shares in lieu of cash on January 14, 2008. No further obligation exists.
   

 
d)

By agreement dated September 15, 2006, the Company entered into a two-year Finders Fee Consulting Agreement with an unrelated party. The Company will issue shares, on a non-diluted basis, equal to 5% of the total number of issued and outstanding in the common stock of the Company as of the date of initial introduction of the acquired assets or business to the Company. The shares shall be issued as at the date of the successful completion of the acquisition of assets or business. This condition was not met. On November 26, 2007 this contract was terminated and no further obligation exists.
   

 
e)

By share agreement dated October 1, 2007, the Company allotted 808,292 common shares pursuant to a private placement, at $0.0625 per share for a total value of $50,518. These shares were issued on January 14, 2008.
   

 
f)

By share agreement dated October 1, 2007, the Company allotted 900,000 common shares pursuant to a private placement at $0.0625 per share for a total value of $56,250. These shares were issued on January 14, 2008.
   

 
g)

By share agreement dated October 1, 2007, the Company allotted 400,000 common shares pursuant to a private placement at $0.0625 per share for a total value of $25,000. These shares were issued on January 14, 2008.
   

 
h)

By share agreement dated October 1, 2007, the Company allotted 400,000 common shares to a company with a director in common, pursuant to a private placement at $0.0625 per share for a total value of $25,000. These shares were issued on January 14, 2008.
   

 
i)

By agreement dated November 27, 2007, the Company entered into a two-year Consulting Agreement with a director and officer. As consideration, the Company is required to issue a total of 2,000,000 shares at a fair value of $500,000 for services rendered. As at December 31, 2007, the Company has recorded a prepaid expense of $476,060 and a current period expense of $23,940 in regards to the obligation to issue shares. On January 14, 2008, 2,000,000 shares were issued.

F-8


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

6.

Commitments – Continued
     
j)

By agreement dated November 27, 2007, the Company entered into a two-year Consulting Agreements with a director and officer. As consideration, the Company is required to issue a total of 4,000,000 shares at a fair value of $1,000,000 for services rendered. As at December 31, 2007, the Company has recorded a prepaid expense of $952,120 and a current period expense of $47,880 in regards to the obligation to issue shares. On January 14, 2008, 4,000,000 shares were issued.
     

k)

By agreements dated December 1, 2007, the Company entered into three two-year Consulting Agreements with unrelated parties. As consideration, the Company is required to issue a total of 2,200,000 shares at a fair value of $550,000 for services rendered. These contracts are extendable for a further 12 months by mutual agreement. As at December 31, 2007, the Company has recorded a prepaid expense of $526,677 and a current period expense of $23,323 in regards to the obligation to issue shares. On January 14, 2008, 100,000 of these shares were issued.
     
l) By agreements dated December 7, 2007, the Company entered into one two-year Consulting Agreements with unrelated parties. As consideration, the Company is required to issue a total of 30,000 shares at a fair value of $7,500 for services rendered. These contracts are extendable for a further 12 months by mutual agreement. As at December 31, 2007, the Company has recorded a prepaid expense of $7,243 and a current period expense of $257 in regards to the obligation to issue shares.
     

m)

By agreement dated December 20, 2007, the Company entered into a two-year Consulting Agreement with an unrelated party. As consideration, the Company is required to issue a total of 100,000 shares at a fair value of $25,000 for services rendered. These contracts are extendable for a further 12 months by mutual agreement. As at December 31, 2007, the Company has recorded a prepaid expense of $24,590 and a current period expense of $410 in regards to the obligation to issue shares.
     
     
7.

Subsequent Events
     
a)

By agreement dated January 4, 2008, the Company entered into a two-year Consulting Agreement with an unrelated party. As consideration, the Company is required to issue a total of 100,000 shares for services rendered. These contracts are extendable for a further 12 months by mutual agreement.
     
b)

On January 14, 2008, the Company issued 2,508,292 common shares, pursuant to share agreements for gross proceeds of $156,768 (Note 6e – 6h),
     
c)

On January 14, 2008, the Company issued 6,100,000 common shares, pursuant to consulting agreements with a fair value of $1,525,000 (Note 6i – 6k),
     
d)

On January 14, 2008, the Company issued 150,000 common shares, pursuant to a debt settlement agreement with a fair value of $62,500 (Note 6c),
     
e)

By agreement dated January 29, 2008, the Company entered into a loan agreement with a shareholder for $20,000. The loan is repayable with interest at the rate of 10% per annum on May 29, 2008.
     
f)

On January 31, 2008, the Company entered into another asset purchase agreement with Oxon. The agreement is to purchase certain intellectual property assets and undertakings of Oxon relating to the development of therapies for treatment of certain types of cancer in consideration for 22,000,000 shares. These shares have not yet been issued.
     
g)

On January 31, 2008, the Company signed a share agreement to issue 4,000,000 units pursuant to a private placement, at $0.125 per unit for a total value of $500,000. Each unit consists of one common

F-9


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

7.

Subsequent Events – Continued
       
g)

share and one share purchase warrant exercisable to acquire one additional share of common stock at a price of $0.25 per share expiring two years from date of issuance.

       
h)

On January 31, 2008, the Company enter an employment and incentive agreements with an officer of the Company, which shall commence February 1, 2008 and terminate July 31, 2010. The employment agreement includes a monthly fee of 3,750 GBP to April 30, 2008, 4,000 GBP from May 1, 2008 to July 31, 2008, 6,667 GBP from August 1, 2008 to July 31, 2009, and 8,333 GBP from August 1, 2009 to July 31, 2010. In the incentive agreement, the Company will issue:
       
i)

An additional 1,000,000 shares for every $10,000,000 financing raised by the Company up to a maximum of 3,000,000 restricted common shares;
       
ii)

An additional 500,000 shares on every $1,000,000 grant received by the Company up to a maximum of 1,500,000 restricted common shares;
       
iii)

An additional 500,000 shares for every successful level of cash compensation achieved from the receipt of sale proceeds or receipt of stage payments, royalties or other payments in respect of such cash compensation from third parties up to a maximum of 2,500,000 restricted common shares.
       

The Company has an obligation to issue all shares earned on or about July 31, 2010. This agreement may be terminated with three months notice from either party and shares earned up to the termination date are issuable within 21 days.
       
       
8.

Non-Cash Transactions
       

The following is a schedule of non-cash investing and financing transactions:

                  Cumulative  
                  From  
                  Incorporation  
      For the Three     For the Three     February 18,  
      Months Ended     Months Ended     2004 to  
      December 31,     December 31,     December 31,  
      2007     2006     2007  
                     
  Schedule of Non-Cash Investing and Financing                  
   Transactions                  
  Shares issued for acquisition of Infrablue $  -   $  -   $  35,661  
  Shares issued to related party for debt $  -   $  -   $  159,065  
  Shares issued for consulting services $  -   $  -   $  60,820  
  Shares issued for intellectual property $  3,500,000   $  2,500,000   $  6,000,000  
  Shares issued for debt $  -   $  -   $  200,031  
  Shares issued for acquisition of assets and liabilities                  
   of Tomi                  
         Due from Infrablue $  -   $  -   $  9,294  
         Accrued liabilities $  -   $  -   $  10,027  
         Promissory notes payable $  -   $  -   $  90,000  

F-10


NextGen Bioscience Inc.
(Formerly Infrablue (US) Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

8.

Non-Cash Transactions – Continued
   

Included in prepaids is $1,986,690 (September 30, 2007 - $Nil) and in consulting expense is $95,810 (December 31, 2006 - $Nil) representing the Company’s obligation to issue shares (Note 6).

F-11

Item 2.                Management’s Discussion and Analysis

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended December 31, 2007 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three months ended December 31, 2007.

Overview of Our Business

NextGen Bioscience Inc. (“we, “us”, “our” or the “Company”) is focused on the discovery, development and commercialization of novel therapeutics to fight cancer,. We currently own two compounds, both of which we acquired in November 2007, for which we have filed patent applications in Europe: (i) prostaganin peptide for the treatment of prostate cancer and (ii) tetanolic acid for the treatment of breast cancer. In addition, we acquired a patent application for an improved method for the purification of undifferentiated stem cells from solid breast carcinomas that are normally resistant to conventional therapies which we acquired in January 2008. We plan to acquire other new products and technologies in the future.

We are also the owner of certain proprietary technology comprised of a suite of software programs and a computer peripheral device known as the IRMA device, which provides for the delivery of high-quality color presentations stored on mobile smart phones and PDAs. These assets are related to our prior Infrablue business.

Our current board has determined to pursue our biotechnology business and is currently evaluating the sale or abandonment of our Infrablue technology business as we have not been successful in exploiting the technology.

Acquisition of the Oxon Assets on November 27, 2007

On November 27, 2007, pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) among the Company, NextGen Bioscience Inc., a former wholly-owned subsidiary of the Company, and Oxon Life Science Limited (“Oxon”), dated October 12, 2007, we completed the acquisition of certain intellectual property assets from Oxon. A copy of the Asset Purchase Agreement is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 17, 2007.

Pursuant to the Asset Purchase Agreement, we purchased certain intellectual property assets and undertakings of Oxon relating to the development of therapies for treatment of certain types of cancer in consideration for 14,000,000 post-split (3,500,000 pre-split) shares of our common stock. Pursuant to the terms of the Asset Purchase Agreement, we completed a forward stock split of our outstanding shares on a four new shares for one old share basis (and a corresponding increase to the authorized capital of the Company from 100,000,000 shares to 400,000,000 shares of common stock, par value $0.001 per share), and changed our name to NextGen Bioscience Inc. (pursuant to a merger with our wholly-owned subsidiary NextGen Bioscience Inc.), which we completed effective October 26, 2007. In addition, we added two nominees of Oxon to our board of directors upon completion of the acquisition of the assets from Oxon. The stock split and name change were disclosed in our Current Report on Form 8-K filed with the SEC on November 1, 2007.

The acquisition of the assets constituted a change in the principal business of the Company to a biotechnology company focused on the research, development and, if warranted in the future, commercialization of novel therapeutic proteins that we believe have the potential to disrupt the advance of life-threatening cancers.

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Acquisition of the Oxon Assets on January 31, 2008

We entered into an intellectual property asset purchase agreement dated January 31, 2008 (the “2008 Asset Purchase Agreement”) with Oxon Life Science Limited (“Oxon”) pursuant to which we agreed to purchase a third patent application and associated intellectual property rights from Oxon in consideration of the issuance to Oxon of 22,000,000 shares of our common stock. A copy of the 2008 Asset Purchase Agreement is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 6, 2008.

We completed the acquisition of a third patent application and associated intellectual property rights from Oxon pursuant to the 2008 Asset Purchase Agreement on January 31, 2008 concurrently with the execution of the 2008 Asset Purchase Agreement. The third patent application relates to the development of therapies for treatment of certain types of cancer. The patent application and associated intellectual property rights were acquired in consideration for the issuance by us to Oxon of 22,000,000 shares of our common stock. As a result of the completion of this acquisition, Oxon holds 36,000,000 shares of our common stock, representing approximately 22.55% of our outstanding shares.

The patent application is entitled “Method for inducing breast carcinoma stem cell death” and was filed with the Danish patent office under Patent Application No PA 2007 01846, patent application reference P2039EP00. The patent application describes an improved method for the purification of undifferentiated stem cells from solid breast carcinomas that are normally resistant to conventional therapies. Such stem cells are valuable for identifying new tumour markers and novel therapeutic targets both for early diagnosis and for targeted therapeutic strategies. Such therapeutic strategies are based on the use of neutralizing antibodies against the cytokines interleukin-4 (IL-4) and interleukin-10 (IL-10) and antibodies reactive with HMW-MAA, proteins which are found at high levels in stem cells from solid breast carcinomas.

Our Plan of Operations

Our plan of operations for the next twelve months is to:

  • undertake the pre-clinical studies and plan Phase 1 clinical assessment of our proprietary drug candidates;

  • appoint additional members to our Scientific Advisory Board;

  • expand our intellectual property portfolio;

  • engage contract research organizations and collaborators to undertake the preclinical studies; and

  • explore new in-licensing and acquisition candidates.

We anticipate that we will incur an aggregate of approximately $2 million in expenses for the next twelve months as follows:

  • salaries of $300,000;

  • overhead and travel expenses of $250,000; and

  • outsource costs of research and development to contract research organizations of $1,450,000.

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During the next twelve months, we anticipate that we will not generate any revenue. We had cash of $66,380 and a working capital deficit of $1,289,730 at December 31, 2007. We presently do not have sufficient funds to fund our operations for more than the next two months based on our current cash expenditures and our plan of operations. Accordingly, we will require additional financing to enable us to pay our planned expenses for the next twelve months and pursue our plan of operations.

We will be required to obtain additional financing in order to continue to pursue our business plan. We believe that debt financing will not be an alternative for funding as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our business plan going forward. In the absence of such financing, our business plan will fail. Even if we are successful in obtaining equity financing to fund our business plan, there is no assurance that we will obtain the funding necessary to pursue our plan over the long-term.

We have achieved only minimal revenues to date. Accordingly, we are considered a development stage company. To date, we have only sold a minimal number of units of our InfraBlue technology, our revenues from these sales are substantially less than our operating costs and we have incurred significant operating losses since inception. Accordingly, our board of directors is currently evaluating the sale or abandonment of our InfraBlue technology.

Presentation of Financial Information

Effective August 31, 2005, we acquired 100% of the issued and outstanding shares of InfraBlue UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of InfraBlue UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of InfraBlue UK owning the majority of our issued and outstanding shares. Because Tomi Holdings Inc. (now InfraBlue (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by InfraBlue UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of InfraBlue (US) Inc. are included in our consolidated financial statements effective August 31, 2005. Our date of inception is the date of inception of InfraBlue UK, being February 18, 2004, and our financial statements are presented with reference to the date of inception of InfraBlue UK. Financial information relating to periods prior to August 31, 2005 is that of InfraBlue UK.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

Development Stage Company

The Company is a development stage company as defined by Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business. All losses accumulated since inception has been considered as part of the Company’s development stage activities.

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Revenue Recognition

Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured. Revenue derived from the sale of services is initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.

Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.

Foreign Currency Translations

The Company’s functional currency is pounds sterling (“GBP”). The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the functional currency as follows:

  i)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date,

     
  ii)

Non-monetary assets and liabilities, and equity at historical rates, and

     
  iii)

Revenue and expense items at the average rate of exchange prevailing during the period.

Gains and losses on re-measurement are included in determining net income for the period

Translation of balances from the functional currency into the reporting currency is conducted as follows:

  i)

Assets and liabilities at the rate of exchange in effect at the balance sheet date,

     
  ii)

Equity at historical rates, and

     
  iii)

Revenue and expense items at the average rate of exchange prevailing during the period.

Translation adjustments resulting from translation of balances from functional to reporting currency are accumulated as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon sale or liquidation of the net investment in the foreign entity the amount deferred will be recognized in income.

Results Of Operations – Three Months Ended December 31, 2007 and 2006

References to the discussion below to fiscal 2008 are to our current fiscal year which will end on September 30, 2008. References to fiscal 2007 and fiscal 2006 are to our fiscal years ended September 30, 2007 and 2006, respectively.

                Cumulative  
                From  
                Incorporation  
    For the Three     For the Three     February 18,  
    Months Ended     Months Ended     2004 to  
    December 31,     December 31,     December 31,  
    2007     2006     2007  
Sales $  -   $  3,023   $  72,914  

- 5 -


Cost of Sales   -     (2,758 )   (64,873 )
Gross Profit   -     265     8,041  
General and Administrative Expenses                  
     Accounting and auditing   36,144     27,192     325,350  
     Consulting   99,919     67,195     362,232  
     Depreciation   -     372     3,892  
     Development   -     -     9,567  
     Filing fees   940     135     10,128  
     Intellectual Property   -     -     2,500,000  
     Interest expense   346     2,283     12,413  
     Investor relations   -     11,579     18,250  
     Legal   44,445     3,883     123,013  
     Marketing and promotion   -     -     37,310  
     Office and information technology   -     94     12,133  
     Rent   3,068     2,874     41,303  
     Salaries and wages   -     5,113     136,584  
     Sub-contractors   -     -     5,551  
     Test equipment   -     -     1,439  
     Transfer agent fees   2,525     -     2,525  
     Travel   -     13     2,691  
    187,387     120,733     3,604,381  
                   
Loss from Operations   (187,387 )   (120,468 )   (3,596,340 )
Other Income (Expense)                  
     Foreign exchange loss   (376 )   -     (9,613 )
     Gain on forgiveness of debt   229,082     -     235,286  
     Recovery of license fees   -     -     7,838  
Net Income (Loss) $  41,319   $  (120,468 ) $  (3,362,829 )

Revenue

Our prior sales are comprised of sales of our IRMA devices. We did not earn any revenues from sales of our IRMA devices during the first quarter of fiscal 2008. Our revenues decreased to $Nil during the first quarter of fiscal 2008, from $3,023 during the first quarter of fiscal 2007. Our current board has determined to pursue our biotechnology business and is currently valuating the sale or abandonment of our Infrablue technology business as we have not been successful in exploiting the technology.

Cost of Sales

Cost of sales has been comprised of amounts that we have paid to Flander Oy for purchase of IRMA devices for resale.

Cost of sales decreased to $Nil during the first three month period of fiscal 2008 from $2,758 during the first three month period of fiscal 2007. The decrease in cost of sales reflected the fact that we did not have any revenues during this period.

Gross Profit

As we did not have any sales during the first quarter of fiscal 2008, our gross profit during declined to $Nil for the first quarter of fiscal 2008 compared to $265 for the first quarter of fiscal 2007.

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Intellectual Property

We expensed the Infrablue intellectual property acquired in fiscal 2006 due to our determination that the cost of the intellectual property purchased during fiscal 2005 does not meet the criteria for capitalization as set out in SFAS No. 86.

Accounting and Auditing

Accounting and auditing expenses are attributable to the preparation and audit of our financial statements and to our compliance with the reporting obligations under the Securities Exchange Act of 1934..

Accounting and auditing expenses increased to $36,144 during the first quarter of fiscal 2008 compared to $27,192 during the quarter of fiscal 2007.

Consulting

Our consulting expenses are attributable to our consulting agreements as described herein.

Consulting expenses increased to $99,919 during the first quarter of fiscal 2008 compared to $67,195 during the first quarter of fiscal 2007, due to increased expenses under our consulting agreements.

Legal

Legal expenses are attributable to legal fees paid to our legal counsel in connection with the completion of our technology acquisitions, our corporate organization and our ongoing obligations as a reporting company under the Securities Exchange Act of 1934.

Legal expenses increased to $44,445 during the first quarter of fiscal 2008 compared to $3,883 during the first quarter of fiscal 2007 as a result of the completion of our acquisition of technology assets from Oxon and our corresponding continuous reporting obligations under the Securities Exchange Act of 1934 related to this acquisition.

Salaries and Wages

Our salaries and wages decreased to $Nil during the first three month period of fiscal 2008 compared to $5,113 during the first three month period of fiscal 2007, as we no longer pay any salaries and wages.

Rent

Rent expense was attributable to amounts paid on account of our rent of shared office premises in London, England.

Loss from Operations

Our loss from operations increased to $187,387 during the first quarter of fiscal 2008 compared to $120,468 during the first quarter of fiscal 2007 due to the increase in our consulting, legal, accounting and auditing expenses during the first three month period of fiscal 2008 in connection with the reorganization of our business.

Liquidity and Financial Resources

We had cash of $66,380 and working capital deficit of $1,289,730 as at December 31, 2007. We had cash of $55,080 and working capital deficit of $379,745 as at September 30, 2007.

- 7 -

Plan of Operations

We estimate that our total expenditures over the next twelve months will be approximately $2,000,000, as outlined above under the heading “Plan of Operations”. Our cash and working capital will not be sufficient to enable us to undertake our plan of operations over the next twelve months without our obtaining additional financing. We presently have cash to fund our operations for the next two months. Accordingly, we will require additional financing in order to enable us to sustain our operations for the next twelve months, as outlined above.

Cash used in Operating Activities

We used cash of $106,651 in operating activities during the first quarter of fiscal 2008 compared to cash used of $3,576 in operating activities during the first quarter of fiscal 2007.

We have applied cash generated from our financing activities to fund cash used in operating activities.

Cash from Investing Activities

We did not engage in any investing activities during the first quarter of fiscal 2008 nor during the first quarter of fiscal 2007.

Cash from Financing Activities

We generated cash of $116,228 from financing activities during the first quarter of fiscal 2008 compared to $Nil during the first quarter of fiscal 2007. Of this amount, $106,250 related to shares subscribed for but not issued during the first quarter of fiscal 2008.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3.                Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2007, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our then chief executive officer and our current chief financial officer. Based upon that evaluation, our chief executive officer and

- 8 -

our chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the “SEC”) .

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended December 31, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

   
(b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

   
(c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

PART II – OTHER INFORMATION

Item 1.                Legal Proceedings

We currently are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

Item 2.                Unregistered Sales of Equity Securities and Use of Proceeds

We did not complete any sales of securities without registration under the Securities Act of 1933 (the “Securities Act”) during the three months ended December 31, 2007, other than disclosed in the following Current Reports on Form 8-K that we filed with the SEC:

  • Current Report on Form 8-K filed on December 3, 2007, and

- 9 -

  • Current Report on Form 8-K filed on February 6, 2008.

Item 3.                Defaults Upon Senior Securities

None.

Item 4.                Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote during the three months ended December 31, 2007.

Item 5.                Other Information

None.

Item 6.                Exhibits

The following exhibits are included with this Quarterly Report on Form 10-QSB:

Exhibit
Number
Description of Exhibit
3.1(1)

Articles of Incorporation

3.2(1)

Certificate of Amendment to Articles of Incorporation

3.3(1)

By-Laws

3.4(5)

Articles of Merger

3.5(5)

Certificate of Change

10.1(2)

Administration Services Agreement dated May 1, 2005 between InfraBlue Limited and Azuracle Limited

10.2(4)

Asset Purchase Agreement dated October 12, 2007 among InfraBlue (US) Inc., NextGen Bioscience Inc. and Oxon Life Science Limited

10.3(6)

Consulting Agreement dated November 27, 2007 between NextGen Bioscience Inc. and Konstantinos Kardiasmenos

10.4(6)

Consulting Agreement between NextGen Bioscience Inc. and David Cooper dated November 27, 2007

10.5(7)

Termination Agreement between NextGen Bioscience Inc. and Azuracle Limited dated November 26, 2007

10.6(7)

Termination Agreement between Infrablue (US) Inc. and Westport Strategic Partners, Inc. dated November 26, 2007

10.7(7)

Consulting Agreement between NextGen Bioscience Inc. and Dr. Wang Chong dated December 1, 2007

10.8(7)

Consulting Agreement between NextGen Bioscience Inc. and Anders Boegh Jensen dated December 1, 2007

- 10 -


Exhibit
Number
Description of Exhibit
10.9(7)

Consulting Agreement between NextGen Bioscience Inc. and Dr. John Savin dated December 1, 2007

10.10(7)

Consulting Agreement between NextGen Bioscience Inc. and Dr. Rolfe Witte dated December 7, 2007

10.11(7)

Consulting Agreement between NextGen Bioscience Inc. and Dr. William H. Stimson dated December 20, 2007

10.12(7)

Consulting Agreement between NextGen Bioscience Inc. and Dr. Karen Elizabeth Jervis dated January 4, 2008

10.13(8)

Intellectual Property Asset Purchase Agreement dated January 31, 2008 between the Company and Oxon Life Science Limited

10.14(8)

Form of Regulation S Subscription Agreement for 4,000,000 Unit Offering

10.15(8)

Employment Agreement between the Company and Dr. Karen Elizabeth Jervis dated January 31, 2008

10.16(8)

Incentive Agreement between the Company and Dr. Karen Elizabeth Jervis dated January 31, 2008

16.1(3)

Letter from auditor

31.1(9)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

31.2(9)

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

32.1(9)

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2(9)

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1)

Filed as an exhibit to our registration statement on Form SB-2 filed with the SEC on December 16, 2005.

(2)

Filed as an exhibit to our registration statement on Form SB-2/A filed with the SEC on February 10, 2006.

(3)

Filed as an exhibit to the current report on Form 8-K filed with the SEC on January 22, 2007.

(4)

Filed as an exhibit to the current report on Form 8-K filed with the SEC on October 17, 2007.

(5)

Filed as an exhibit to the current report on Form 8-K filed with the SEC on November 1, 2007.

(6)

Filed as an exhibit to the current report on Form 8-K filed with the SEC on December 3, 2007.

(7)

Filed as an exhibit to the Annual Report on Form 10-KSB filed with the SEC on January 24, 2008.

(8)

Filed as an exhibit to the current report on Form 8-K filed with the SEC on February 6, 2008.

(9)

Filed as an exhibit to this quarterly report on Form 10-QSB.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEXTGEN BIOSCIENCE INC.

By:    /s/ Konstantinos Kardiasmenos
         ________________________________
         Konstantinos Kardiasmenos 
         President and Chief Financial Officer

         Date: February 19, 2008

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