10-K 1 form10k.htm ANNUAL REPORT FOR YEAR ENDED JANUARY 31, 2010 Cyplasin Biomedical Ltd. - Form 10-K - Filed by newsfilecorp.com

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

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [   ] to [   ]

Commission file number 000-52057

CYPLASIN BIOMEDICAL LTD.
(Exact name of registrant as specified in its charter)

Nevada 47-0930829
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
9650 – 20 Avenue, Edmonton, Alberta, Canada T6N 1G1
(Address of principal executive offices) (Zip Code)
   
Registrant's telephone number, including area code: 780.469.2975

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [   ]    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 [   ]    No [X]

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 last 90 days.
Yes [X]    No [   ]

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. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ] Accelerated filer                 [   ]
Non-accelerated filer   [   ] Smaller reporting company [X]

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on May 12, 2009 was $260,130 based on a $0.30 closing price for the common stock on May 12, 2009. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

5,200,376 as of May 14, 2010

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS

Item 1.  Business 4
     
Item 1A.  Risk Factors 9
     
Item 1B.  Unresolved Staff Comments 13
     
Item 2.  Properties 14
     
Item 3.  Legal Proceedings 14
     
Item 4.  Submission of Matters to a Vote of Security Holders 14
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 14
     
Item 6.  Selected Financial Data 15
     
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
     
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk 21
     
Item 8.  Financial Statements and Supplementary Data 21
     
Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 28
     
Item 9A.  Controls and Procedures 28
     
Item 9B.  Other Information 29
     
Item 10.  Directors, Executive Officers and Corporate Governance 29
     
Item 11.  Executive Compensation 32
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 34
     
Item 13.  Certain Relationships and Related Transactions, and Director Independence 34
     
Item 14.  Principal Accounting Fees and Services 35
     
Item 15.  Exhibits, Financial Statement Schedules 36

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PART I

Item 1.        Business

This annual report contains forward-looking statements. 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”, “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 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 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 and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our”, “our company” and “Cyplasin” mean our company, Cyplasin Biomedical Ltd. and our wholly owned subsidiary, unless otherwise indicated.

General Overview

We were incorporated pursuant to the laws of the State of Nevada on May 12, 2004 under the name Glass Wave Enterprises, Inc. Effective February 16, 2007, we changed our name to Cyplasin Biomedical Ltd. and effected a six point two (6.2) for one forward stock split of our authorized, issued and outstanding common stock. Following our incorporation, we commenced the business, through our wholly-owned subsidiary, Astro Nutrition Inc., as a reseller of health products and herbal remedies. We targeted the market of health food supplements and herbal remedies by catering mainly to the European and Asian markets. We disposed of our former wholly-owned subsidiary, Astro Nutrition Inc. during our quarter July 31, 2007.

We were not successful in implementing our business plan as a reseller of health products and herbal remedies. As management of our company investigated opportunities and challenges in the business of being a reseller of health products and herbal remedies, management realized that the business did not present the best opportunity for our company to realize value for our shareholders. Accordingly, we abandoned our previous business plan and focused on the identification of suitable businesses with which to enter into a business opportunity or business combination.

On February 1, 2007, we entered into an asset purchase agreement dated February 1, 2007 with Christian Petzelt. The asset purchase agreement contemplated our company acquiring certain intellectual property pertaining to cancer treatments, specifically protein molecules, for potential applications in treating various cancers in exchange for the issuance by our company of 21,000,000 shares of our common stock on a post six point two (6.2) for one forward basis. The closing of the transactions contemplated in the asset purchase agreement and the acquisition of such intellectual property occurred on February 15, 2007. In connection with the closing of the asset purchase agreement, we cancelled 53,320,000 post-split shares of our common stock held by Chester Ku, the former president, secretary, treasurer and a director of our company, and Bianca Knop, the former vice president and a director of our company,

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and issued 500,000 post-split shares of our common stock pursuant to the closing of a private placement. As at the closing date, Christian Petzelt held approximately 53.9% of the issued and outstanding shares of common stock of our company.

On April 10, 2007, we entered into an asset purchase agreement with Bioxen Ltd. to acquire certain intellectual property. The closing of the transactions contemplated in the asset purchase agreement and the acquisition of the intellectual property occurred on April 10, 2007. In accordance with the closing of the asset purchase agreement, we paid $100 to Bioxen in exchange for the acquisition by our company of such intellectual property.

As of the closing date of the asset purchase agreement on February 15, 2007, our company commenced the business of developing a novel therapeutic, recombinant protein called “Cyplasin”. On April 10, 2007, we entered into an asset purchase agreement with Bioxen Ltd., whereby we acquired a second Cyplasin patent describing a protein having anti tumor effect. Research into the Cyplasin protein structure has allowed us to manufacture the protein in the laboratory and develop procedures for the scale up in large-scale manufacturing processes as the discovery was to be commercialized. Additional patents were filed for these various processes and some have been issued in various jurisdictions.

Prior to the Cyplasin asset being vended into our company an aggregate of approximately $1.8 million had been spent on research and development related activities. These previous expenditures allowed for the Company to anticipate the further development of the protein molecule from discovery and proof of concept stage to a clinical development stage.

During the last part of 2008 as we completed our preclinical testing and analysis of Cyplasin-SC™, as a therapy for skin cancer and melanoma treatment it was determined the product would require additional product formulation work and additional funding would b e required in order to advance the potential product to human clinical studies. Due to the current and past years financial environment we were not successful in being able to raise the required funds and subsequently we were unable to proceed with the Cyplasin product development on our own and started looking for strategic development partners or a sale of the company via a Reverse Take Over (RTO) event.

In order to prepare for such events, on December 23, 2008, we effected a forty (40) old for one (1) new reverse stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital decreases from 465,000,000 shares of common stock with a par value of $0.001 to 11,625,000 shares of common stock with a par value of $0.001and our issued and outstanding shares decrease from 39,584,000 shares of common stock to 989,600 shares of common stock. The reverse stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on February 2, 2009 under the new stock symbol “CPBM”. Our new CUSIP number is 232664201.

Effective November 25, 2009, the Nevada Secretary of State accepted for filing a Certificate of Amendment, wherein we have effected an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 11,625,000 shares to 100,000,000 shares, par value of $0.001 per share; and an amendment to our Articles of Incorporation for the alteration of our authorized share capital to authorize the issuance of up to 100,000,000 shares of preferred stock, par value of $0.001 per share, for which our directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the shares of preferred stock.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

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Our Current Business

On February 7, 2009, we entered into a licensing agreement with Bioxen for further development of the Cyplasin product. Under terms of the agreement, Bioxen received an exclusive license to further develop the Cyplasin product and commercialize the intellectual property and corresponding patents held by our company.

In consideration of the license granted, Bioxen shall pay our company a 0.5% royalty, calculated on all gross revenue of licensed products sold by Bioxen. In addition, Bioxen would also pay a non-refundable license fee of 25,000 EUR. This fee shall be due within 30 days of the completion of any corporate financing by Bioxen, in which Bioxen receives a minimum collective amount of 500,000 EUR. Bioxen also agrees to pay all current outstanding patent amounts owed by our company and all ongoing, continued, and related patent and maintenance fees owed.

On July 1, 2009, the Company entered into a license agreement with Arizona based C-Virionics Corporation for their Hepatitis C prophylactic vaccine. The technology is based upon the work of Dr. Jake Laing from the NIH and involves the synthesis of vaccines based on Virus Like Particles ( VLP). We have also developed a revenue generation strategy based upon the manufacture of generic off patent drugs which are used in the treatment of Hepatitis C.

On August 1, 2009 the Company entered into an IP Asset Transfer Agreement with Bioxen Ltd., which effectively terminated the previous license agreement and in consideration for cancellation of Bioxen shares in the Company, returned the Cyplasin patents back to Bioxen. Under the terms of the agreement, Bioxen is obligated to pay the Company $69,335 (50,000 EUR) within 5 days of completion of a corporate financing in a minimum amount of 500,000 EUR.

During the course of these events the company was also actively sourcing funding from various investors in order to continue with the operations of the Company.

Upon further discussion with C-Virionics we announced the entering into a letter of intent to effect an RTO with C-Virionics. The letter of intent states that upon satisfactorily disclosure and performance of due diligence by both parties we would anticipate the closing of an RTO agreement of C-Virionics by Cyplasin by February 28, 2010. This due diligence is ongoing and the license from C-Virionics is still in effect but would be terminated upon a successful closing of the RTO. In the event such an RTO is not finalized the license would continue to be in effect.

Research and development

We are a biotechnology development stage company and have not generated any revenues from our technologies. We believe, however, that there are opportunities to discover and develop effective and cost-effective treatments for the VLP technology licensed via the NIH for Hepatitis C. In addition to developing a vaccine for Hepatitis C, we anticipate to be able to develop generic Hepatitis C therapeutic drugs which we can market and generate revenue from.

During our fiscal year ended January 31, 2010 we expended $87,479 on research and development costs, compared to $272,889 during the fiscal year ended January 31, 2009.

Intellectual property

We rely on a combination of patents to establish and protect our proprietary rights. We intend to require our customers to enter into confidentiality and nondisclosure agreements before we disclose any sensitive aspects of our technologies or strategic plans, and we intend in the future to enter into proprietary information agreements with employees and consultants. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. It is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as laws in the United States, Canada and Europe. In addition, our competitors may independently develop technologies similar to ours. Our precautions may not prevent misappropriation or infringement of our intellectual property.

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We currently have the rights to the following patents in the US and in Europe with other territories having been filed and awaiting issuance:

  1.

patent, which describes a “Protein having an anti-tumoral effect,” has been granted as defined below:

       
 

•

US Patent No. 6,171,818 B1 was issued January 9, 2001

 

•

European Patent EP 0 858 465 was issued January 29, 2003

       
  2.

A second patent entitled “Cytotoxic Cyplasin of the Sea Hare, Aplysia punctata, cDNA Cloning and Expression of Bioreactive Recombinants” with US-Application No. 10/501,098 and European Application No 02019 914.7-1521 has been granted in the United States. The patent claims cover the production and manufacturing by mammalian cells of a cytotoxic recombinant protein Cyplasin, and its use to treat cancer:

       
 

•

US Patent No. 7,271,242 B2 was issued September 18, 2007

 

•

Applications for these patents have been filed in all relevant countries on a worldwide basis and are expected to be issued as they are processed in due course.

No assurance can be given that any patents based on pending patent applications or any future patent applications by us, or any future licensors, will be issued, that the scope of any patent protection will exclude competitors or provide competitive advantages to us, that any of the provisional patent applications that have been or may be issued to us will be held valid if subsequently challenged or that others will not claim rights in or ownership of the provisional patent applications and other proprietary rights held or licensed by us. Furthermore, there can be no assurance that others have not developed or will not develop similar products, duplicate any of our technology or design around any patents that may be issued to us.

Our success will also depend in part on our ability to commercialize our technology without infringing the proprietary rights of others. While we have conducted freedom of use patent searches no assurance can be given that patents do not exist or could not be filed which would have an adverse affect on our ability to market our technology or maintain our competitive position with respect to our technology. If our technologies or subject matter are claimed under other existing United States or foreign patents or are otherwise protected by third party proprietary rights, we may be subject to infringement actions. In such event, we may challenge the validity of such patents or other proprietary rights or we may be required to obtain licenses from such companies in order to develop, manufacture or market our technology.

There can be no assurances that we will be able to obtain such licenses or that such licenses, if available, may be obtained on commercially reasonable terms. Furthermore, the failure to either develop a commercially viable alternative or obtain such licenses may result in delays in marketing our proposed technology or the inability to proceed with the development, manufacture or sale of products requiring such licenses, which may have a material adverse affect on our business, financial condition and results of operations. If we are required to defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease our development and commercialization of our technology.

Employees

At this time, our company has no employees other than our sole director and officer.

Customers

Subsequent to the acquisition of the intellectual property, we are a development stage business and we do not have any immediate customers for any of our technologies. Future customers will consist of other biotechnology

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companies or pharmaceutical companies which we anticipate we will license our developed technologies to, in a partnership relationship for further commercial development.

Suppliers

In the previous fiscal year we were not reliant upon any one supplier.

As we move forward our company will not be reliant upon any suppliers for the research and development of our technologies.

Competition

The biotechnology and pharmaceutical industries are highly competitive. Numerous entities in the United States and elsewhere compete with our efforts to commercialize similar technologies. Our competitors include pharmaceutical, biomedical, biotechnology, academic and research institutions and governmental and other publicly and privately funded research agencies. We face, and expect to continue to face, competition from these entities to the extent that they develop products that have a function similar or identical to the function of our technologies. We also face, and expect to continue to face, competition from entities that seek to discover treatments for skin cancer.

Because many of our competitors have substantially greater capital resources and more experience in research and development, manufacturing and marketing than we do, we may not succeed in developing our proposed products and bringing them to market in a cost-effective and timely manner.

We are a development stage company engaged exclusively in research and development. We have not yet completed the development of our first product and have no revenue from operations. As a result, we may have difficulty competing with larger, established biomedical and pharmaceutical companies. These companies and organizations have much greater financial, technical, research, marketing, sales, distribution, service and other resources than us. Moreover, they may offer broader product lines, services and have greater name recognition than we do, and may offer discounts as a competitive tactic.

Government regulation

Our research and development activities and the manufacturing and marketing of our technology are subject to the laws and regulations of governmental authorities in the United States and any other countries in which our technology is ultimately marketed. In the United States, the Food and Drug Administration, or FDA, among other activities, regulates new product approvals to establish safety and efficacy of the types of products and technologies our company is currently developing. Governments in other countries have similar requirements for testing and marketing.

Regulation by governmental authorities in the United States and foreign countries is a significant factor in the development, manufacture and marketing of our proposed technologies and in our ongoing research and development activities.

The products and technologies that we are currently researching and developing will require regulatory approval by governmental agencies prior to commercialization. Various federal statutes and regulations also govern or influence the testing, manufacturing, safety, labeling, storage, record keeping, and marketing of therapeutic products. The process of obtaining these approvals and the subsequent compliance with applicable statutes and regulations require the expenditure of substantial time and financial resources. Any failure by us or our collaborators, licensors or licensees to obtain, or any delay in obtaining regulatory approval, could have a material adverse effect on our business.

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Item 1A.      Risk Factors

GENERAL STATEMENT ABOUT RISKS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this annual report in evaluating our company and our business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

We have had negative cash flows from operations since inception. We will require significant additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. Our ability to develop and, if warranted, commercialize our technologies, will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:

  • support our planned growth and carry out our business plan;

  • continue scientific progress in our research and development programs;

  • address costs and timing of conducting clinical trials and seek regulatory approvals and patent prosecutions;

  • address competing technological and market developments; and

  • establish additional collaborative relationships.

We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

We have a history of losses and nominal operating results, which raise substantial doubt about our ability to continue as a going concern.

Since inception through January 31, 2010, we have a net loss of $1,732,592. We can offer no assurance that we will operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the level of competition and general economic conditions.

Our company's operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.

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Due to the nature of our business and the early stage of our development, our securities must be considered highly speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the successful commercialization or licensing of our core technology, which itself is subject to numerous risks.

We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our technology gains market acceptance sufficient to generate a sustainable level of income from the commercialization or licensing of our technology.

Our inability to complete our product development activities successfully may severely limit our ability to operate and finance operations.

Commercialization of our core technology will require significant additional research and development as well as substantial clinical trials. We believe that the United States will be the principal market for our technology, as will any country in the world where the need for anti cancer therapeutics, initially for skin cancer and melanomas, exists. We may not be able to successfully complete development of our core technology, or successfully market our technology. We, and any of our potential collaborators, may encounter problems and delays relating to research and development, regulatory approval and intellectual property rights of our technology. Our research and development programs may not be successful. Our core technology may not prove to be safe and efficacious in clinical trials, and we may not obtain the intended regulatory approvals for our core technology. Whether or not any of these events occur, we may not have adequate resources to continue operations for the period required to resolve the issue delaying commercialization and we may not be able to raise capital to finance our continued operation during the period required for resolution of that issue.

We may lose our competitiveness if we are not able to protect our proprietary technology and intellectual property rights against infringement, and any related litigation may be time-consuming and costly.

Our success and ability to compete depends to a significant degree on our proprietary technology. If any of our competitors copy or otherwise gain access to our proprietary technology or develop similar technologies independently, we may not be able to compete as effectively. The measures we have implemented to protect our proprietary technology and other intellectual property rights are currently based upon a combination of patents and trade secrets. This, however, may not be adequate to prevent the unauthorized use of our proprietary technology and our other intellectual property rights. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, may result in substantial costs and a diversion of our company's resources. In addition, notwithstanding our rights to our intellectual property, other persons may bring claims against us alleging that we have infringed on their intellectual property rights or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our business or require us to make changes to our technology.

Our company may become subject to intellectual property litigation which may harm our business.

Our success depends in part on our ability to develop commercially viable products without infringing the proprietary rights of others. Although we have not been subject to any filed infringement claims, other patents could exist or could be filed which may prohibit or limit our ability to market our products or maintain a competitive position. In the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation may divert management's attention from developing our technology and may force us to incur substantial costs regardless of whether we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to curtail or cease the development and commercialization of our technology.

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If our company commercializes or tests our technology, our company will be subject to potential product liability claims which may affect our earnings and financial condition.

We face an inherent business risk of exposure to product liability claims in the event that the use of our core technology during research and development efforts, including clinical trials, or after commercialization, results in adverse affects. As a result, we may incur significant product liability exposure, which may exceed any insurance coverage that we obtain in the future. Even if we elect to purchase such issuance in the future, we may not be able to maintain adequate levels of insurance at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims may increase our operating loss and affect our financial condition.

If we fail to effectively manage the growth of our company and the commercialization or licensing of our technology, our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the development of our technology and the expansion of our marketing and commercialization efforts, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to manage operations, handle business development efforts and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

Failure to obtain and maintain required regulatory approvals will severely limit our ability to commercialize our technology.

We believe that it is important for the success of our business to obtain the approval of the Food and Drug Administration in the United States (FDA) before we commence commercialization of our technology in the United States, the principal market for our technology. We may also be required to obtain additional approvals from foreign regulatory authorities to apply for any sales activities we may carry out in those jurisdictions. If we cannot demonstrate the safety, reliability and efficacy of our technology, the FDA or other regulatory authorities could delay or withhold regulatory approval of our technology.

Even if we obtain regulatory approval of our technology, that approval may be subject to limitations on the indicated uses for which it may be marketed. Even after granting regulatory approval, the FDA and other regulatory agencies and governments in other countries will continue to review and inspect any future marketed products as well as any manufacturing facilities that we may establish in the future. Later discovery of previously unknown problems with a product or facility may result in restrictions on the product, including a withdrawal of the product from the market. Further, governmental regulatory agencies may establish additional regulations which could prevent or delay regulatory approval of our technology.

Even if we obtain regulatory approval to commercialize our products, lack of commercial acceptance may impair our business.

Our product development efforts are primarily directed toward obtaining regulatory approval for our cyplasin protein product treatments. Our products may not be employed in all potential applications being investigated, and any reduction in applications may limit the market acceptance of our products and our potential revenues. As a result, even if our products are developed into marketable products and we obtain all required regulatory approvals, we cannot be certain that our products will be adopted at a level that would allow us to operate profitably.

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If we do not keep pace with our competitors, technological advancements and market changes, our technology may become obsolete and our business may suffer.

The market for our technology is very competitive, is subject to rapid technological changes and varies for different individual products. We believe that there are potentially many competitive approaches being pursued that compete with our technology, including some by private companies for which information is difficult to obtain.

Many of our competitors have significantly greater resources and have developed products and processes that directly compete with our technology. Our competitors may develop, or may in the future develop, new technologies that directly compete with our technology or even render our technology obsolete. Our technology is designed to develop a topical treatment for skin cancer and melanoma. Even if we are able to demonstrate improved or equivalent results from our technology, researchers and practitioners may not use our technology and we may suffer a competitive disadvantage. Finally, to the extent that others develop new technologies that address the targeted application for our current technology, our business will suffer.

Our business is subject to comprehensive government regulation and any change in such regulation may have a material adverse effect on our company.

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may have a negative impact on our operations.

RISKS RELATED TO OUR COMMON STOCK

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise

12

exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 1B.      Unresolved Staff Comments

None.

13

Item 2.        Properties

Executive Offices

Our principal business offices are located at Unit 131 Advanced Technology Center, 9650 - 20th Avenue NW, Edmonton, Alberta, Canada. We lease approximately 450 sq. feet at a cost of $542.16 per month for our use of these premises. We believe that our current lease arrangements provide adequate pace for our foreseeable future needs.

Item 3.        Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4.       (Removed and Reserved)

PART II

Item 5.        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “CPBM”. The following quotations obtained from Stockwatch 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 of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended High Low
January 31, 2010 $0.10 $0.04
October 31, 2009 $0.05 $0.05
July 31, 2009 $1.15 $0.2
April 30, 2009 n/a n/a
January 31, 2009 $0.02 $0.009
October 31, 2008 $0.109 $0.01
July 31, 2008 $0.35 $0.10
April 30, 2008 $0.85 $0.35
January 31, 2008 $1.54 $0.62

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our shares of common stock are issued in registered form. The registrar and transfer agent for our shares of common stock is Pacific Stock Transfer Company, Suite 240, 500 E. Warm Springs Road, Las Vegas, Nevada 89119 (Telephone: 702.361.3303; Facsimile: 702. 433.1979) .

On May 14, 2010, the shareholders' list showed 30 registered shareholders and 5,200,376 common shares outstanding.

14

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

On March 31, 2007 our board of directors approved our 2007 stock option plan. Under the 2007 stock option plan, options may be granted only to our directors, officers, employees and consultants as determined by our board of directors. Pursuant to the Plan, we reserved for issuance 3,000,000 pre-split shares of our common stock (75,000 post split shares of our common stock).

The following table summarizes certain information regarding our equity compensation plan as at January 31, 2010 (post split):

 Equity Compensation Plan Information 





Plan category

Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights 		Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders Nil Nil Nil
Equity compensation plans not approved by security holders 4,000
500,000 		$30.40
$0.18 		2,496,000

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Other than as disclosed below, we did not sell any equity securities which were not registered under the Securities Act during the year ended January 31, 2010 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended January 31, 2010.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended January 31, 2010.

Item 6.        Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended January 31, 2010 and January 31, 2009 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual

15

results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations

For the Year Ending January 31, 2010 and 2009

      Year Ended  
      January 31  
      2010     2009  
  Revenue $  Nil   $  Nil  
               
  Operating Expenses $  310,239   $  631,103  
               
  Net Income (Loss) $  (245,109 ) $  (631,103 )

Expenses

Our operating expenses for our years ended January 31, 2010 and 2009 are outlined in the table below:

      Year Ended  
      January 31  
      2010     2009  
  General and administrative $  134,455   $  242,402  
               
  Management fees $  87,479   $  101,826  
               
  Research and development $  87,479   $  272,889  
               
  Travel $  826   $  13,986  

Operating expenses for year ended January 31, 2010, decreased by approximately 50% as compared to the comparative period in 2009 primarily as a result of decreases across all expense categories as a result of our company’s current business, which has been much less capital intensive than previous operations.

16

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming

Equity Compensation

On March 31, 2007 our board of directors approved our 2007 stock option plan. Under the 2007 stock option plan, options may be granted only to our directors, officers, employees and consultants as determined by our board of directors. Pursuant to the Plan, we reserved for issuance 3,000,000 pre-split shares of our common stock (75,000 post split shares of our common stock).

Liquidity and Financial Condition

Working Capital

    At     At        
    January 31,     January 31,     Increase/  
    2010     2009     Decrease  
Current Assets $  59,045   $  49,534   $  9,511  
                   
Current Liabilities $  124,782   $  86,364   $  38,418  
                   
Working Capital (deficit) $  (65,737 ) $  (36,830 ) $  28,907  

Cash Flows

    Year Ended     Year Ended  
    January 31,     January 31,  
    2010     2009  
Net Cash Used in Operating Activities $  188,733   $  382,518  
             
Net Cash Used in Investing Activities $  98,288   $  Nil  
             
Net Cash Provided by Financing Activities $  278,358   $  Nil  
             
Increase in Cash During the Period $  (21,035 ) $  (411,561 )

In the next twelve months we anticipate spending $120,000 on management fees, $150,000 on general and administrative expenses and $150,000 on research and development. Our cash on hand at January 31, 2010 was $4,918. We plan to raise additional capital required to meet immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $420,000 over the next 12 months to pay for our ongoing operating expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

17

We anticipate continuing to rely on equity sales of our common stock 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 business activities.

Other than as described below, we presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Cash Requirements

Estimated Funding Required During the Twelve Month Period Ending January 31, 2010

Operating Expenses      
       Management and Consulting $  120,000  
       Research and Development   150,000  
       General and Administrative   150,000  
Total Operating Expenses $  420,000  

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended January 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

As a result, there will also be substantial doubt about our ability to continue as a going concern as the continuation of our business will be dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of the stockholders who will be receiving our shares in the spin off. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We intend to pursue various financing alternatives to meet our immediate and long-term financial requirements, which we anticipate will consist of further private placements of our equity securities or shareholder loans. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to further scale down or perhaps even cease operations.

As noted, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements, which we anticipate will consist of further private placements of equity securities, advances from related parties or shareholder loans. We plan to rely on shareholder loans and private placements to meet our short term cash requirements. We have not entered into any definitive agreements with any shareholders or related parties for the provision of loans or advances. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

18

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no 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.

Critical Accounting Policies

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in US dollars. The Company’s fiscal year end is January 31.

Principles of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiary, Cyplasin OncoScience Inc. These financial statements also include the accounts of Astro Nutrition Inc. (“Astro”), whose results of operations and cash flows for the period from February 1, 2007 to February 15, 2007, have been reported on a discontinued basis. All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. The Company’s actual results could differ from management’s estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of intangibles and long lived assets, fair value of stock-based transactions, expected tax rates for future income tax recoveries and determining the fair values of financial statements.

Equipment

Equipment consists of computer hardware, furniture and equipment and is recorded at cost. Computer hardware and furniture and equipment are depreciated on a straight-line basis over their estimated lives of three years and five years, respectively.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable at the end of each reporting period. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent of manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, management measures fair value based on quoted market prices or based on discounted estimates of future cash flows.

19

Research and Development

Research and product development costs are expensed as incurred.

Other Comprehensive Income

The Company reports and displays comprehensive income and its components in the financial statements. During the years ended January 31, 2010 and 2009, the only component of comprehensive income was foreign currency translation adjustments.

Income Taxes

The Company uses the assets and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 accounts for uncertainty in income taxes by prescribing the recognition threshold that a tax position is required to meet before any part of the benefit of that position may be recognized in the financial statements.

Basic and Diluted Loss per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as the effect of the computations are anti-dilutive.

Financial Instruments and Risk Management

The carrying value of the Company’s financial instruments, consisting of cash, receivables and accounts payable and accrued liabilities approximates their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar. The financial statements of the Company are translated to United States dollar equivalents in accordance with SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollar equivalents at rates of exchange in effect at the balance sheet date. Average rates for the year are used to translate revenues and expenses.

The cumulative translation adjustment is reported as a separate component of accumulated other comprehensive income, whereas gains and losses arising from foreign currency translations are included in results of operations.

20

Stock-Based Compensation

The Company records the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, in the financial statements based on the grant-date fair value of the award.

Recent Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board (“FASB”) issued guidance that establishes general standards of accounting for and disclosure of events that occur subsequent to the balance sheet date but before financial statements are issued. The statement defines two types of subsequent events (1) recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and (2) non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed. The adoption had no material impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of US authoritative GAAP. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing US GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance did not have an effect on the Company’s consolidated results of operations, financial position or cash flows.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8.        Financial Statements and Supplementary Data

21

CYPLASIN BIOMEDICAL, LTD.
(A Development Stage Company)
January 31, 2010

  Index
   
Report of Independent Registered Public Accounting Firm F–1
   
Consolidated Balance Sheets F–2
   
Consolidated Statements of Operations F–3
   
Consolidated Statement of Stockholders’ Equity F–4
   
Consolidated Statements of Cash Flows F–5
   
Notes to Consolidated Financial Statements F–6 – F–14


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Cyplasin Biomedical, Ltd.

We have audited the accompanying consolidated balance sheets of Cyplasin Biomedical, Ltd. (a development stage company), as of January 31, 2010 and 2009 and the consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended and for the period from February 15, 2007 (date of reporting as a development stage company) to January 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Cyplasin Biomedical, Ltd. as of January 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended and for the period from February 15, 2007 (date of reporting as a development stage company) to January 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DMCL   

  DALE MATHESON CARR-HILTON LABONTE LLP
Chartered Accountants

Vancouver, Canada
May 14, 2010

F-1

CYPLASIN BIOMEDICAL, LTD.
(A Development Stage Company)
Consolidated Balance Sheets

    January 31,  
    2010     2009  
ASSETS   $     $  
             
Current Assets            
   Cash   4,918     25,953  
   Receivables   32,019     18,160  
   Prepaids (Note 11)   22,108     5,421  
Total Current Assets   59,045     49,534  
Account receivable (Note 4)   69,335     –  
Equipment, net (Note 3)   1,576     1,200  
Patent (Note 4)   –     101  
Licenses (Note 5)   740,427     –  
Total Assets   870,383     50,835  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)            
Current Liabilities            
   Accounts payable and accrued liabilities (Note 5 and 6)   114,782     86,364  
   Loan payable (Note 7)   10,000     –  
Total Liabilities   124,782     86,364  
             
Contingency (Note 1)            
Commitments (Note 5 and 7)            
Subsequent events (Note 14)            
             
Stockholders’ Equity (Deficit)            
   Common stock (Note 8)            
       Authorized: 100,000,000 shares of common stock, par value $0.001 
          and 100,000,000 shares of preferred stock, par value $0.001 		 
   
 
       Issued and outstanding: 4,104,200 shares of common stock 
          (January 31, 2009 – 989,600) 		 
4,104 		   
990 		 
   Additional paid-in capital   1,638,211     1,464,111  
   Accumulated other comprehensive income   28,756     41,128  
   Obligation to issue shares (Note 5 and 11)   654,475     –  
   Subscriptions received (Note 8)   206,922     –  
   Deficit   (54,275 )   (54,275 )
   Deficit accumulated during the development stage   (1,732,592 )   (1,487,483 )
Total Stockholders’ Equity (Deficit)   745,601     (35,529 )
Total Liabilities and Stockholders’ Equity   870,383     50,835  

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

F-2

CYPLASIN BIOMEDICAL, LTD.
(A Development Stage Company)
Consolidated Statements of Operations

    Accumulated From              
    February 15, 2007              
    (Date of reporting              
    as a development              
    stage company)     Year     Year  
    to     Ended     Ended  
    January 31,     January 31,     January 31,  
    2010     2010     2009  
    $     $     $  
                   
                   
Operating Expenses                  
   General and administrative (Note 6, 8, 10 and 11)   631,864     134,455     242,402  
   Management fees (Note 6 and 10)   260,661     87,479     101,826  
   Research and development (Note 6 and 10)   890,385     87,479     272,889  
   Travel   14,812     826     13,986  
Loss Before Other Items   (1,797,722 )   (310,239 )   (631,103 )
Other Items                  
   Gain of sale of patent (Note 4)   70,025     70,025     –  
   Loss on settlement of debt (Note 6)   (4,894 )   (4,894 )   –  
   Write-off of patent (Note 4)   (1 )   (1 )   –  
Net Loss   (1,732,592 )   (245,109 )   (631,103 )
                   
Loss Per Share – Basic and Diluted         (0.12 )   (0.64 )
                   
Weighted Average Shares Outstanding – Basic and Diluted         2,125,849     989,600  

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

F-3

CYPLASIN BIOMEDICAL, LTD.
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity

                                              Deficit        
                      Accumulated                       accumulated        
          Common     Additional     Other     Obligation                  during the        
    Common     Stock     Paid-in     Comprehensive      to  issue     Subscriptions             development        
    Stock     Amount     Capital     Income (Loss)     shares     received     Deficit     stage     Total  
    Number     $      $     $     $     $     $     $     $  
Balance, January 31, 2007                                                      
and February 15, 2007 (date                                                      
of reporting as a                                                      
development stage                                                      
company)   1,770,100     1,770     54,831     (168 )   –     –     8,394     –     64,827  
Common stock issued   525,000     525     (524 )   –     –     –     –     –     1  
Common stock cancelled   (1,333,000 )   (1,333 )   1,333     –     –     –     –     –     –  
Private placements   42,500     28     1,099,972     –     –     –     –     –     11,000,000  
Stock-based compensation   –     –     115,131     –     –     –     –     –     115,131  
Foreign currency translation   –     –     –     70,339     –     –     –     –     70,339  
Net loss   –     –     –     –     –     –     (62,669 )   (856,380 )   (919,049 )
Balance, January 31, 2008   989,600     990     1,270,743     70,171     –     –     (54,275 )   (856,380 )   431,249  
Stock-based compensation   –     –     193,368     –     –     –     –     –     193,368  
Foreign currency translation   –     –     –     (29,043 )   –     –     –     –     (29,043 )
Net loss   –     –     –     –     –     –     –     (631,103 )   (631,103 )
Balance, January 31, 2009   989,600     990     1,464,111     41,128     –     –     (54,275 )   (1,487,483 )   (35,529 )
Private placements   1,725,000     1,725     84,975     –     –     –     –     –     86,700  
Shares for debt   669,600     669     32,811     –     –     –     –     –     33,480  
Shares for consulting   400,000     400     39,600     –     –     –     –     –     40,000  
Finder’s shares   320,000     320     31,680     –     –     –     –     –     32,000  
Finder’s fees   –     –     (69,962 )   –     –     –     –     –     (69,962 )
Stock-based compensation   –     –     54,996     –     –     –     –     –     54,996  
Obligation to issue shares   –     –     –     –     654,475     –     –     –     654,475  
Foreign currency translation   –     –     –     (12,372 )   –     –     –     –     (12,372 )
Subscriptions received   –     –     –     –     –     206,922     –     –     206,922  
Net loss   –     –     –     –     –     –     –     (245,109 )   (245,109 )
Balance, January 31, 2010   4,104,200     4,104     1,638,211     28,756     654,475     206,922     (54,275 )   (1,732,592 )   745,601  

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

F-4

CYPLASIN BIOMEDICAL, LTD.
(A Development Stage Company)
Consolidated Statements of Cash Flows

    Accumulated From              
    February 15, 2007              
    (Date of reporting              
    as a development     Year     Year  
    stage company) To     Ended     Ended  
    January 31,     January 31,     January 31,  
    2010     2010     2009  
    $     $     $  
                   
Cash Flows From Operating Activities                  
                   
   Net loss   (1,786,867 )   (245,109 )   (631,103 )
                   
       Adjustments to reconcile net income (loss) to net cash 
       provided by (used in) operating activities: 		 
   
   
 
                   
         Depreciation   1,333     621     547  
         Gain on sale of patent   (70,125 )   (70,025 )   –  
         Foreign exchange on gain on sale of patent   790     790     –  
         Loss on settlement of debt   4,894     4,894     –  
         Shares issued for consulting services   40,000     40,000     –  
         Obligation to issue shares for consulting services   28,875     28,875        
         Stock-based compensation   363,495     54,996     193,368  
         Write-off of patent   1     1     –  
                   
   Changes in operating assets and liabilities:                  
                   
       Receivable   (32,019 )   (13,859 )   (6,176 )
       Prepaids   (22,108 )   (16,687 )   11,182  
       Accounts payable and accrued liabilities   113,134     26,770     49,664  
                   
Net Cash Used in Operating Activities   (1,358,497 )   (188,733 )   (382,518 )
Cash Flows From Investing Activities                  
                   
   Acquisition of equipment   (2,909 )   (997 )   –  
   Acquisition of patent   (100 )   –     –  
   Acquisition of licenses   (97,291 )   (97,291 )   –  
                   
Net Cash Used in Investing Activities   (100,300 )   (98,288 )   –  
                   
Cash Flows From Financing Activities                  
                   
   Proceeds from loan payable   10,000     10,000     –  
   Issuance of common stock   1,218,037     61,436     –  
   Subscriptions received   206,922     206,922     –  
                   
Net Cash Provided By Financing Activities   1,434,959     278,358     –  
                   
Effect of Exchange Rate Changes   28,756     (12,372 )   (29,043 )
                   
Change in Cash   4,918     (21,035 )   (411,561 )
                   
Cash– Beginning   –     25,953     437,514  
                   
Cash– Ending   4,918     4,918     25,953  

Supplemental Cash Flow Information – Note 13

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

F-5

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

1.

Nature of Operations

   

Cyplasin Biomedical, Ltd. (the “Company”) was incorporated in the state of Nevada on November 25, 2004 and is a development stage company. The Company’s shares are quoted on the OTC-BB.

   

Pursuant to Asset Purchase Agreements (Note 4), the Company had acquired intellectual property comprised of patents used in the development of cancer treatment technology. During the year ended January 31, 2010, the Company wrote-off and sold these patents due to a change in focus of the Company’s business and acquired licenses for patents pertaining to the technology utilized in the prevention and treatment of hepatitis C (Note 5).

   

The accompanying consolidated financial statements have been prepared on the basis of a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. At January 31, 2010, the Company had not yet achieved profitable operations and has accumulated losses of $1,786,867 (2009 - $1,541,758) since its inception and has a working capital deficiency of $65,737 (2009 - $36,830). The continuing operations of the Company are dependent upon its ability to raise adequate financing to develop its technology for production.

   

Realization values may be substantially different from the carrying values shown on these financial statements. These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Since internally generated cash flow will not fund development and commercialization of the Company’s technology, the Company will require significant additional financial resources and will be dependent on future financings to fund its ongoing operations as well as other working capital requirements. The Company’s future capital requirements will depend on many factors including the rate and extent of progress in its development and commercialization program. There can be no assurance that the Company will be successful in its efforts to raise additional financing or if financing is available, that it will be on terms that are acceptable to the Company.

   

Management is addressing going concern remediation through raising additional sources of capital for operations and planned commercialization. Management’s plans are intended to increase the Company’s financial stability and to improve the efficiency of continuing operations. The Company intends to generate money from future production of hepatitis C therapy products and raising funds from investors via equity. Management is aware that material uncertainties exist, related to current economic conditions, which could cast doubt about the entity’s ability to continue to finance its activities. It is expected that the Company may incur further losses in the development of its business, all of which casts reasonable doubt about the Company’s ability to continue as a going concern.

   
2.

Summary of Significant Accounting Policies


  a)

Basis of Presentation

     
 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in US dollars. The Company’s fiscal year end is January 31.

     
  b)

Principles of Consolidation

     
 

These financial statements include the accounts of the Company and its wholly-owned subsidiary, Cyplasin OncoScience Inc. These financial statements also include the accounts of Astro Nutrition Inc. (“Astro”), whose results of operations and cash flows for the period from February 1, 2007 to February 15, 2007, have been reported on a discontinued basis. All significant intercompany transactions and balances have been eliminated upon consolidation.

     
  c)

Use of Estimates

     
 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. The Company’s actual results could differ from management’s estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of intangibles and long lived assets, fair value of stock-based transactions, expected tax rates for future income tax recoveries and determining the fair values of financial statements.

F-6

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

2.

Summary of Significant Accounting Policies (continued)

     
d)

Foreign Currency Translation

     

The Company’s functional currency is the Canadian dollar. The financial statements of the Company are translated to United States dollar equivalents. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollar equivalents at rates of exchange in effect at the balance sheet date. Average rates for the year are used to translate revenues and expenses.

     

The cumulative translation adjustment is reported as a separate component of accumulated other comprehensive income, whereas gains and losses arising from foreign currency translations are included in results of operations.

     
e)

Equipment

     

Equipment consists of computer hardware, furniture and equipment and is recorded at cost. Computer hardware and furniture and equipment are depreciated on a straight-line basis over their estimated lives of three years and five years, respectively.

     
f)

Patent and Licenses

     

Goodwill and intangible assets with indefinite lives are not amortized but are annually tested for impairment. The determination of any impairment includes a comparison of the estimated future operating cash flows anticipated during the remaining life for the net carrying value of the asset as well as a comparison of the fair value to the book value of the Company or the reporting unit to which the goodwill can be attributed. Licenses have a finite life of 14 years and are amortized on a straight line basis over the life.

     
g)

Long-Lived Assets

     

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable at the end of each reporting period. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent of manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, management measures fair value based on quoted market prices or based on discounted estimates of future cash flows.

     
h)

Research and Development

     

Research and product development costs are expensed as incurred.

     
i)

Other Comprehensive Income

     

The Company reports and displays comprehensive income and its components in the financial statements. During the years ended January 31, 2010 and 2009, the only component of comprehensive income was foreign currency translation adjustments.

     
j)

Income Taxes

     

The Company uses the assets and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 accounts for uncertainty in income taxes by prescribing the recognition threshold that a tax position is required to meet before any part of the benefit of that position may be recognized in the financial statements.

F-7

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

2.

Summary of Significant Accounting Policies (continued)

     
k)

Basic and Diluted Loss per Share

     

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as the effect of the computations are anti-dilutive.

     
l)

Financial Instruments and Risk Management

     

The carrying value of the Company’s financial instruments, consisting of cash, receivables and accounts payable and accrued liabilities approximates their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

     

The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

     
m)

Stock-Based Compensation

     

The Company records the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, in the financial statements based on the grant-date fair value of the award.

     
n)

Recent Accounting Pronouncements

     

In May 2009, the Financial Accounting Standards Board (“FASB”) issued guidance that establishes general standards of accounting for and disclosure of events that occur subsequent to the balance sheet date but before financial statements are issued. The statement defines two types of subsequent events (1) recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and (2) non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed. The adoption had no material impact on the Company’s financial position, results of operations or cash flows.

     

In June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of US authoritative GAAP. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing US GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance did not have an effect on the Company’s consolidated results of operations, financial position or cash flows.

     

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

F-8

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

3.

Equipment

   

Equipment consisted of the following:


      January 31,     January 31,  
      2010     2009  
      $     $  
               
  Computer hardware   2,667     1,670  
  Furniture and equipment   242     242  
      2,909     1,912  
  Less: Accumulated depreciation   (1,333 )   (712 )
               
      1,576     1,200  

4.

Patent

   

Pursuant to an Asset Purchase Agreement, dated February 1, 2007, the Company acquired a patent, the value of which was deemed to be indeterminable. A nominal value of $1 was assigned to the patent, which was written-off during the year ended January 31, 2010 due to a change in focus of the Company’s business.

   

On April 10, 2007, the Company entered into another Asset Purchase Agreement with Bioxen Ltd., (“Bioxen”) a company indirectly owned by a former director of the Company, for the purchase of the rights, title and interest to certain intellectual property for $100. On August 12, 2009, the Company entered into an Asset Purchase Agreement (the “Bioxen Asset Purchase Agreement”) whereby Bioxen purchased the rights, title and interest to the intellectual property from the Company. As consideration, Bioxen is obligated to pay the Company $69,335 (50,000 EUR), within 5 days of completion of a corporate financing in a minimum amount of 500,000 EUR, which is recorded as a receivable at January 31, 2010. The Company recorded a gain of $70,025 on the sale of the intellectual property, net of foreign exchange losses.

   

In addition, Bioxen will pay the Company a 0.5% royalty, calculated on all gross revenue of licensed products sold by Bioxen, to a maximum payment of $3,000,000. At January 31, 2010, the Company has recorded $Nil in royalties receivable from Bioxen. In conjunction with the Bioxen Asset Purchase Agreement, a director of Bioxen was obligated to enter into a subscription agreement for the purchase of 118,000 shares of common stock of the Company at a price of $0.17 for total proceeds of $20,060 which was completed during the current year.

   
5.

Licenses

   

Effective December 29, 2009, the Company entered into an Asset Assignment Agreement with C-Virionics Corporation (“C-Virionics”) whereby the Company acquired certain licenses to patents used in the development of vaccination for prevention and treatment of hepatitis C. In consideration, the Company paid $97,291 in royalty and other costs on behalf of C-Virionics and is obligated to issue 3,680,000 shares of common stock with a fair value of $625,600 which has been recorded in obligation to issue shares at January 31, 2010.

   

The licenses to patents are licensed from the Unites States Public Health Service (“PHS”), to which the Company is obligated to make the following royalty payments:


  a)

$5,000 annually commencing January 1, 2010;

  b)

5% on net sales; and

  c)

Benchmark royalties of:

 

–

$25,000 upon initiation of phase I clinical trials;

 

–

$100,000 upon initiation of phase II clinical trials;

 

–

$250,000 upon initiation of phase III clinical trials;

 

–

$500,000 upon Biologics License Application (“BLA”) submission; and

 

–

$3,000,000 upon BLA approval.

The Company is also obligated to pay PHS additional sublicensing royalties based on the fair market value of any consideration received.

F-9

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

At January 31, 2010, the Company has recorded a royalty payable of $17,536 in accounts payable and accrued liabilities.

 

 

6.

Related Party Transactions

 

 

A former director of the Company received a monthly management consulting fee of $Nil (2009 - CDN$3,000), totaling $Nil (2009 - $16,796) for the year ended January 31, 2010, which has been recorded as research and development.

 

 

The President of the Company received a monthly management consulting fee of CDN$11,250 totaling $119,962 (2009 - $124,434) for the year ended January 31, 2010, of which $59,981 (2009 - $62,217) has been recorded as management fees and $59,981 (2009 - $62,217) as research and development.

 

 

A Company indirectly owned by a former director of the Company received a monthly management consulting fee of $Nil (2009 - CDN $8,250) totaling $Nil (2009 – $60,835) for the year ended January 31, 2010, which has been recorded as research and development.

 

 

During the year ended January 31, 2010, the Company paid $Nil (2008 - $7,374) in consulting fees to directors of the Company which has been recorded as general and administrative expenses.

 

 

During the year ended January 31, 2010, the Company settled debt with a director of the Company in the amount of $28,586 (2009 - $Nil) through the issuance of shares of common stock with a fair value of $33,480 (Note 8) and realized a loss on settlement of debt in the amount of $4,894.

 

 

Included in accounts payable and accrued liabilities balance at January 31, 2010 are amounts of $18,854 (2009 - $26,868) due to related parties. These amounts are unsecured, bear no interest and are repayable on demand.

 

 

All related party transactions are measured at the exchange amount which is the consideration agreed to between the related parties.

 

 

7.

Loan Payable

 

 

On December 31, 2010, the Company received a $10,000 loan from a shareholder. The loan is non-interest bearing, unsecured and repayable upon demand. Subsequent to January 31, 2010, the Company repaid $5,000 and borrowed an additional $15,000 (Note 14).

 

 

8.

Common Stock

 

 

During the year ended January 31, 2010, the Company amended the articles of incorporation to increase the authorized common stock to 100,000,000 shares, with a par value of $0.001 and authorize the issuance of up to 100,000,000 shares of preferred stock, with a par value of $0.001. The preferred shares entitle the holder to payment as a preferred creditor in the case of corporate default.

 

 

During the year ended January 31, 2010, the Company issued the following shares:


  a)

1,725,000 shares of common stock for gross proceeds of $86,700 upon completion of a private placement. Pursuant to a finder’s fee agreement (Note 11), the Company paid finder’s fees of $69,962, of which $12,698 is recorded in accounts payable and accrued liabilities and issued 320,000 finder’s shares with a fair value of $32,000.

     
  b)

400,000 shares of common stock with a fair value of $40,000 for consulting fees, which has been recorded in general and administrative expenses.

     
  b)

669,600 shares of common stock at $0.05 per share, for the conversion of debt in the amount of $33,480.

To January 31, 2010, the Company has received $206,922 in subscriptions which is comprised of advances towards private placements of 1,158,366 shares of common stock at $0.17 and 100,000 shares of common stock at $0.10. Subsequent to January 31, 2010, 946,176 of the shares of common stock were issued.

F-10

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

9.

Warrants

   

At January 31, 2009, the Company had 27,500 outstanding warrants, of which 12,500 were to expire on February 15, 2009 and 15,000 to expire on June 21, 2009. During the year ended January 31, 2010, these warrants expired unexercised.

   
10.

Stock Options

   

The following are the assumptions used for the Black-Scholes option pricing model to record the fair value of the stock options:


  a)

The Company calculated volatility for stock options and awards using historical volatility.

  b)

The Company used a 0% forfeiture rate and the Company does not consider forfeitures to be material.

  c)

The Company has not, and does not intend to, issue dividends, therefore, the dividend yield assumption is 0%.

  d)

The risk-free rate for the expected term of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant.

On May 11, 2007 the Company adopted a stock option plan (the ‘”Plan”) and granted 22,250 stock options to officers, employees and consultants, exercisable at $30.40 per share for a period of five years. The Company recognizes stock-based compensation costs over the requisite service period of the award, which is the option vesting term. The options vest over a period of 30 months, commencing November 10, 2007. The fair value of these options at the date of grant was estimated to be $575,656 using the Black-Scholes option pricing model with an expected life of 5 years, a risk-free interest rate of 4.75%, a dividend yield of 0%, and expected volatility of 123%. These stock options expire on May 11, 2012.

To January 31, 2010, 4,000 of these stock options are outstanding and exercisable of which 1,600 vested during the current year, and 18,250 stock options were cancelled in 2009. During the year ended January 31, 2010, $41,396 in stock-based compensation expense was recognized (2009 - $193,368) in relation to vested stock options.

On January 31, 2010, the Company issued 500,000 stock options to the President of the Company, pursuant to the Plan. These options are exercisable at a price of $0.18 for a period of five years. The Company recognizes stock-based compensation costs over the requisite service period of the award, which is the option vesting term. The options vest at a rate of 20% per year, commencing January 31, 2010. The fair value of these options at the date of grant was estimated to be $68,006 using the Black-Scholes option pricing model with an expected life of 5 years, a risk-free interest rate of 2.34%, a dividend yield of 0%, and expected volatility of 101%. These stock options expire on January 31, 2015. To January 31, 2010, 100,000 of these stock options are exercisable and the Company recognized $13,600 in stock-based compensation expense in relation to these vested stock options.

Stock option transactions during the year ended January 31, 2010 were as follows:

Balance, January 31, 2008   22,250  
 Cancelled   (18,250 )
Balance, January 31, 2009   4,000  
 Issued   500,000  
Balance, January 31, 2010 – Outstanding   504,000  
Balance, January 31, 2010 – Exercisable   104,000  

F-11

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

During the year ended January 31, 2010, stock-based compensation expense has been allocated to the following accounts:

     
January 31,
January 31,
 
     
2010
2009
 
     
$
$
  
               
  General and administrative   –     71,237  
  Management fees   27,498     20,698  
  Research and development   27,498     101,433  
               
      54,996     193,368  

11.

Commitments

     
a)

On January 1, 2009, the Company had entered into a finder’s fee agreement with a third party consultant, whereby the consultant would introduce investment capital to the Company for a period of 1 year. The consultant received a fee of 15% of the funds raised (totaling $37,962) plus 320,000 shares of common stock (issued with a fair value of $32,000), both of which have been recorded in common stock. The Company also agrees that if one of more parties introduced to the Company by the consultant during the term of the finder’s fee agreement completes an investment within one year after the term of the agreement, the Company will pay the fees as stated above. At January 31, 2010, recorded in prepaids is $22,108 in finder’s fees (2009 - $Nil).

     
b)

On July 14, 2009, the Company had entered into a service agreement with Moody Capital Solutions, Inc. (“Moody”) whereby Moody would serve as an investment banker and placement agency for the Company. The term of the agreement was until November 10, 2009 and Moody was entitled to receive $8,000 ($4,000 paid, $4,000 accrued); and issue 210,000 restricted shares of common stock with a fair value of $28,875 which have been recorded in obligation to issue shares. To January 31, 2010, Moody had not assisted with any private placement and, therefore, all fees have been recorded in consulting expense.

     

Upon closing the placement of shares of common or preferred stock and any convertible or redeemable debt, Moody was entitled to receive 10% of the principal amount raised at each closing and 10% warrant coverage for any equity or sub-debt placed. The warrants will be exercisable at 10% above the offering or conversion price, have piggyback registration rights and exercisable for a period of 5 years. Should the Company be sold during the term of the agreement, Moody will receive a break-up fee of $100,000. The Company also agrees that if Moody or any affiliate with over 50% control by Moody introduces the Company, during the term of the agreement or within three years from the termination date, to equity or debt financing, the Company will pay the fees as stated above.

F-12

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

12.

Income Taxes

   

The Company is subject to United States federal and state income taxes at an approximate rate of 35% (2009 – 34%). The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:


      January 31,     January 31,  
      2010     2009  
      $     $  
               
  Net loss before income taxes $  (245,109 ) $  (631,103 )
  Income tax rate   35%     34%  
  Income tax (recovery)   (85,788 )   (214,575 )
  Non-deductible items   19,466     65,931  
  Other   23,066     –  
  Valuation allowance change   39,060     148,644  
  Tax rate change   4,196     –  
  Provision for income taxes $  –   $  –  

The significant components of deferred income tax assets and liabilities at January 31, 2010 are as follows:

      January 31,     January 31,  
      2010     2009  
      $     $  
               
  Net operating loss carryforward $  458,700   $  419,640  
  Valuation allowance   (458,700 )   (419,640 )
  Net deferred income tax asset $  –   $  –  

At January 31, 2010, the Company has non-capital loss carry-forwards, which expire commencing in 2028, of approximately $1,310,000. The Company is required to compute the deferred tax benefits from non-capital loss carry-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided against this deferred tax asset.

   

The Company performed a review of its portfolio of uncertain tax positions which is represented by the Company’s expected treatment of a tax position taken in a filed tax return or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. As a result of this review, the Company did not have any uncertain tax positions that would require additional liabilities or which such classification would be required. The amount of unrecognized tax positions did not change and management does not believe there will be any material changes in its unrecognized tax positions over the next twelve months.

   
13.

Supplemental cash flow information


     
Accumulated
 
     
From
 
     
February 15, 2007
 
     
(Date of reporting
 
     
as a development
Year Ended
Year Ended
 
     
stage company) to
January 31,
January 31,
 
     
January 31, 2010
2010
2009
 
     
$ 
$
$
  
                     
  Cash paid for Interest   –     –     –  
  Cash paid for income taxes   –     –     –  
  Obligation to issue shares of common stock for
acquisition of licenses (Note 5) 		 
625,600 		   
625,600 		   
– 		 
  Obligation to issue shares of common stock for
consulting fees (Note 11) 		 
28,875 		   
– 		   
– 		 
  Royalties recorded in accounts payable and
accrued liabilities (Note 5) 		 
17,536 		   
17,536 		   
– 		 
  Finder’s fee shares (Note 8)   32,000     32,000     –  
 

Finder’s fees recorded in accounts payable and
accrued liabilities (Note 8)

 
12,698 		   
12,698 		   
– 		 

F-13

Cyplasin BioMedical, Ltd.
(A Development Stage Company)
Notes to Consolidated Financial Statements
January 31, 2010

14.

Subsequent events

     

The Company has evaluated subsequent events through the date of filing, and the following events have been identified:

     
a)

The Company entered into an unsecured promissory note agreement with a shareholder whereby the Company has borrowed $20,000 ($10,000 as at January 31, 2010). The note is interest bearing at 15% per annum and repayable upon the Company receiving a financing of at least $100,000. During the term that the note is outstanding, the shareholder will have the right to convert the outstanding principal balance and accrued and unpaid interest into shares of preferred stock. The number of preferred stock into which the note will be converted will be equal to the total borrowed plus accrued interest on the date of conversion divided by $0.80. If the Company fails to make payment, interest will accrue at a rate of 18% on the outstanding balance plus accrued interest.

     
b)

The Company entered into a consulting agreement with a third party for a term of 3 months commencing March 15, 2010, pursuant to which the Company issued 150,000 restricted common shares as payment.

     
c)

The Company received $105,400 towards the issuance of 620,000 shares of common stock.

F-14

Item 9.      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the fiscal year ended January 31, 2010.

Item 9A(T). Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of January 31, 2010, management assessed the effectiveness of our company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to some deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our president (who is acting as our principal executive officer and our principal financial officer and principal accounting officer) in connection with the audit of our financial statements as of January 31, 2010.

Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an affect on our company's financial results.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when the activity level in our company increase to justifying have such positions. We will also be preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our company if personnel turn over issues within the department occur. This will greatly decrease any control and procedure issues the company may encounter in the future.

28

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of January 31, 2010, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with the Audit Committee of our Board of Directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended January 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.    Other Information

None.

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and

29

hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name

Position Held
with the Company
Age

Date First Elected or Appointed

Garth Likes

Director
President and Chief
Executive Officer 		56

February 15, 2007

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Garth Likes, President, Chief Executive Officer and Director

Mr. Likes is a co-founder and the President and Chief Executive Officer of Cyplasin Biomedical Inc. Mr. Likes is also a member of the board of directors, Chair of terh Hr committee and a member of the Audit Committee of Lab Research Inc., a preclinical research contract research company (CRO) located in Montreal, Canada.

From November 2004 to November 2006, he was the Chief Operating Officer of SciMed Laboratories. Additionally, from February 2003 to November 2005, Mr. Likes was the Vice President of Business Development for InNexus Biotechnology, a company listed on the TSX-Venture Exchange (TSX-V:IXS) and the OTC:BB (IXSBF). Also, from February 2004 to July 2004, Mr. Likes was the Vice President of Business and Marketing Development of Quest Pharma (formerly Altachem Pharma,) a company listed on the TSX-Venture Exchange (TSX-V:QPT). Mr. Likes also served as the Vice President of Business Development for URRMA Biopharma from May 2002 to March 2004. Mr Likes was also Co-founder, Executive Vice President, member of the executive committee and a board member of Helix Biopharma a company listed on the Toronto Stock Exchange (TSX:HBP) and Frankfurt exchanges.

Mr. Likes graduated from the University of Alberta with a B.Sc. in Microbiology/Biochemistry. He attended the University of Calgary M.Sc, program studying medical microbiology. Mr. Likes is enrolled in the M.BA. program at the University of Phoenix. He also graduated with a Marketing Diploma from York University Toronto.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

   
2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;

30


3.

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

   
4.

being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission 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.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended January 31, 2009, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:




Name

Number of Late
Reports 		Number of
Transactions
Not Reported on
a Timely Basis
Failure to File
Required
Forms
Garth Likes Nil Nil Nil

Code of Ethics

Effective April 27, 2007, we adopted a code of ethics in compliance with Item 406 of Regulation S-K that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We undertake herewith to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in writing by mail to: Cyplasin Biomedical Ltd., Unit 131 Advanced Technology Centre, 9650 – 20th Avenue, NW, Edmonton, AB Canada T6N 1G1.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

31

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended January 31, 2009. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Item 11.    Executive Compensation

The particulars of the compensation paid to the following persons:

  (a)

our principal executive officer;

     
  (b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2010 and 2009; and

     
  (c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2010 and 2009,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

   SUMMARY COMPENSATION TABLE   






Name
and Principal
Position







Year






Salary
($)






Bonus
($)





Stock
Awards
($)





Option
Awards
($)

Non-
Equity
Incentive
Plan
Compensa-
tion
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)



All
Other
Compen-
sation
($)






Total
($)
Garth Likes
President, Chief
Executive
Officer and
Director 		2010
2009


119,962
124,434


Nil
Nil


Nil
Nil


13,600
Nil


Nil
Nil


Nil
Nil


Nil
Nil


133,562
124,434


Employment Contracts and Termination of Employment and Change in Control Arrangements

Other than as stated below, we have no employment contracts with any of our directors or officers.

In February of 2007, we entered into a written consulting agreement with Garth Likes, our President and Chief Executive Officer. Under the terms of this agreement, we agreed to pay Mr. Likes a consulting fee of approximately CDN$11,250 per month for a period of two years. This contract automatically renewed for a further one year period.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash

32

compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result 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.

Stock Option Grants to our Named Executive Officers

Our company did not grant any stock options to any named executive officers during the year ended January 31, 2010.

Outstanding Equity Awards at Fiscal Year End

The particulars of unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers are set out in the following table:

  Options Awards Stock Awards















Name








Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable








Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable




Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)











Option
Exercise
Price
($)












Option
Expiration
Date








Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)


Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
Garth Likes
President,
Chief
Executive
Officer and
Director
4,000


100,000

Nil


400,000

Nil


Nil

US $30.40


US$0.18

May 11,
2012

January 31,
2015
Nil


Nil

Nil


Nil

Nil


Nil

Nil


Nil

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised, by any named executive officers during the years ended January 31, 2010.

Compensation of Directors

Other than as set out below, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no 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 of the board of directors or a committee thereof.

33

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table sets forth, as of May 14, 2010, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and 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.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership
Percentage
of Class(1)
Garth Likes
9650 – 20 Avenue
Edmonton, AB T6N 1G1 		896,100 (2)

20.56 %

Directors and Executive Officers as a Group(1) 896,100 20.56%

  (1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 14, 2010. As of May 14, 2010, there were 5,200,376 shares of our company’s common stock issued and outstanding.

     
  (2)

Includes options to acquire an aggregate of 104,000 shares of common stock exercisable within 60 days.

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended January 31, 2010, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of Garth Likes. We have determined that we do not have a director that is considered as an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

34

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.    Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended January 31, 2010 and for fiscal year ended January 31, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

  Year Ended
  January 31, 2010 January 31, 2009
Audit Fees $25,000 $20,000
Audit Related Fees 16,200 15,500
Tax Fees 1,000 3,000
All Other Fees Nil Nil
Total $42,200 $38,500

We do not use Dale Matheson Carr-Hilton LaBonte LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Dale Matheson Carr-Hilton LaBonte LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Dale Matheson Carr-Hilton LaBonte LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

  • approved by our audit committee (which consists of entire Board of Directors); or
  • entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules, and therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.

35

The audit committee has considered the nature and amount of fees billed by Dale Matheson Carr-Hilton LaBonte, LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Dale Matheson Carr-Hilton LaBonte LLP’s independence.

PART IV

Item 15.    Exhibits, Financial Statement Schedules

(a)

Financial Statements

     
(1)

Financial statements for our company are listed in the index under Item 8 of this document

     
(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

     
(b)

Exhibits

Exhibits required by Item 601 of Regulation S-K

Exhibit

Number

Description

   
3.1(2)

Articles of Incorporation

   
3.2(1)

Bylaws

   
10.1(3)

Asset Purchase Agreement dated February 1, 2007 with Christian Petzelt

   
10.2(4)

Asset Purchase Agreement dated April 10, 2007 with Bioxen Ltd.

   
10.3(5)

Consulting Agreement dated February 15, 2007 with Garth Likes

   
10.4(6)

Form of Stock Option Agreement

   
31.1*

Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   
32.1*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith

(1)

Incorporated by reference from our Registration Statement on Form SB-2 filed on May 5, 2005

   
(2)

Incorporated by reference from our Registration Statement on Form SB-2/a filed on July 29, 2005

   
(3)

Incorporated by reference from our Form 8-K Current Report filed on February 5, 2007

   
(4)

Incorporated by reference from our Form 8-K Current Report filed on April 13, 2007

   
(5)

Incorporated by reference from our Form 10-KSB filed on May 1, 2007

   
(6)

Incorporated by reference from our Form 8-K Current Report filed on July 3, 2007

36

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  CYPLASIN BIOMEDICAL LTD.
  (Registrant)
   
   
Dated: May 17, 2010 /s/ Garth Likes
  Garth Likes
  President, Chief Executive Officer and Director
  (Principal Executive Officer, Principal Financial Officer and
  Principal Accounting Officer)

37