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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2011

[ ] 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

COMPASS BIOTECHNOLOGIES
INC.(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:
780.990.4539

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:

Common Shares, par value $0.001(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 ]

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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 January 31, 2011 was  based on a
$0.18 average bid and asked price of such common equity, as of the last business
day of the registrants year end.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable
date.
 19,842,621 as of May 17, 2011

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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TABLE OF CONTENTS

|Item 1.  | Business                                                                                                           | 4 
|-------- | ------------------------------------------------------------------------------------------------------------------ | --
|Item 1A. | Risk Factors                                                                                                       | 9 
|Item 1B. | Unresolved Staff Comments                                                                                          | 14
|Item 2.  | Properties                                                                                                         | 14
|Item 3.  | Legal Proceedings                                                                                                  | 14
|Item 4.  | [Removed and Reserved]                                                                                             | 14
|Item 5.  | Market for Registrants Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities | 15
|Item 6.  | Selected Financial Data                                                                                            | 16
|Item 7.  | Managements Discussion and Analysis of Financial Condition
      and Results of Operations                        | 16
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                         | 22
|Item 8.  | Financial Statements and Supplementary Data                                                                        | 22
|Item 9.  | Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure                         | 23
|Item 9A. | Controls and Procedures                                                                                            | 23
|Item 9B. | Other Information                                                                                                  | 24
|Item 10. | Directors, Executive Officers and Corporate Governance                                                             | 25
|Item 11. | Executive Compensation                                                                                             | 28
|Item 12. | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters               | 31
|Item 13. | Certain Relationships and Related Transactions, and Director
      Independence                                    | 31
|Item 14. | Principal Accounting Fees and Services                                                                             | 32
|Item 15. | Exhibits, Financial Statement Schedules                                                                            | 33

3

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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 and our company mean our company, Compass
Biotechnologies Inc. 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 ended July 31, 2007 and abandoned our business
plan to focus 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, 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.

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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 financial
environment at the time and continuing forward 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
decreased 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 decreased 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 stock symbol CPBM.

Effective November 25, 2009, the Nevada Secretary of State
accepted for filing a Certificate of Amendment, wherein we 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.

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 agreed to pay
our company a 0.5% royalty, calculated on all gross revenue of licensed products
sold by Bioxen. In addition, Bioxen agreed to pay a non-refundable license fee
of 25,000 EUR. This fee to 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 agreed to pay all current outstanding patent
amounts owed by our company and all ongoing, continued, and related patent and
maintenance fees owed.

On February 1, 2010, Dr. Joseph Sinkule was appointed a
director of our company.

On February 28, 2010, we entered into a letter agreement with
Minapharm Pharmaceuticals SAE, wherein Minapharm has agreed to provide our
company with a loan. Pursuant to the terms of the letter agreement, the loan may
be converted into common stock of our company provided that Minapharm enters
into a promissory note, a debt conversion agreement and a subscription
agreement. Minapharm shall grant to our company a distribution agreement to
market and sell a version of its pegylated interferon-alpha (PEG-IFN) product in
territories where it is legally able to do so.

5

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On July 1, 2010, we entered into an agreement with Virionics
Corporation. Virionics holds an exclusive worldwide license to intellectual
properties, data and knowhow pertaining to hepatitis C prevention and treatment
technologies and product candidates licensed from the U.S. National Institutes
of Health. Pursuant to the agreement, Virionics has agreed to provide our
company with a sublicense for exclusive worldwide use to make, use and
commercialize hepatitis prevention and therapy products according to the terms
of the license agreed upon by Virionics and the U.S. National Institutes of
Health.

On December 27, 2010, we entered into an asset assignment
agreement with Dr. Joseph Sinkule, wherein Dr. Sinkule has agreed to assign to
our company certain therapeutic products licensed from the Public Health
Services of the National Institute of Health in Bethesda, Maryland. We have
agreed to issue 3,680,000 shares of our common stock at a deemed price of $0.17
per share as remuneration for the license assignment.

In February 2011 we changed the name of our wholly owned
private Canadian subsidiary from Cyplasin Oncoscience Inc., to C-Pharma Inc.

On March 29, 2011, we changed our name from "Cyplasin
Biomedical Ltd." to "Compass Biotechnologies Inc.", by way of a merger with our
wholly-owned subsidiary Compass Biotechnologies Inc. which was formed solely for
the purpose of the change of name. We changed our name to better reflect a new
business direction for our company.

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.

Our Current Business

Until our year ended January 31, 2009, we were a company
focused on developing a novel therapeutic, recombinant protein called
Cyplasin. During the last part of 2008 and early 2009 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 be required in order to
advance the potential product to human clinical studies. Subsequently it was
determined that the project should not continue and in early 2010 we completed
the transfer of the project back to Bioxen, the original owners of the IP.

In January 2010 we were assigned an exclusive worldwide license
from the National Institutes of Health (NIH) for a technology based on using
virus like particles (VLPs) to produce vaccines. The first license we decided to
develop was to use the VLP technology to develop a vaccine for Hepatitis C. We
also decided to develop generic products using different formulations off the
off patent drugs Ribavirin and alpha interferon. These two drugs are the current
standard of care for Hepatitis C and represent a global US$2 billion a year
market.

In addition to these two generic drugs we became aware of other
similar projects for drug development not related to Hepatitis C. Thus in
February of 2011 we out-licensed the VLP vaccine project and the two Hepatitis C
generic drugs to our wholly owned private Canadian subsidiary Cyplasin
Oncoscience Inc and then renamed the Company to C-Pharma Inc to better reflect
the Companys corporate mission. C-Pharma is now charged with the development of
the Hepatitis C products and also to expand the pipeline of products to develop
a Hepatitis franchise.

This left Cyplasin Biomedical to pursue the development of
generic, biosimiliar and biobetter drug products. Generic drugs are duplicates
of small molecule or chemical compounds and are well established in the
pharmaceutical industry. Biosimiliars are protein drugs which are close
duplicates of the originally marketed protein drug but are not exact replicas.
The EU and other countries have a regulatory approval process in place to allow
these biosimiliar drugs to be marketed. The USA and Canada are expected to have
a similar approval process in place shortly. Biobetter drugs use existing
protein drugs and through modifications to these protein drugs add value and new
intellectual properties. A "biobetter" is a biopharmaceutical product that is a
copy of an existing product but is designed to have superior efficacy, safety,
or improved drug delivery characteristics compared to the original product.
Biobetter drugs, are subject to full clinical trials but the cost, time and risk
in getting them to market are lower; as the base component of the drug (the
protein component) is already well known, characterized and accepted by regulatory agencies like the US Food and Drug
Administration (FDA). Markets and their sizes are already established.

6

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As we are now focused on the development and commercialization
of generic, biosimiliar and biobetter products on March 29, 2011 we changed the
name of Cyplasin Biomedical Ltd to Compass Biotechnologies Inc to reflect our
new direction. Our subsidiary, C-Pharma Inc., will continue to develop the
Hepatitis C project our company was previously focused on.

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. The focus of Compass Bio will be to develop protein based
biosimiliar and biobetter drugs

During our fiscal year ended January 31, 2011 we expended
$105,050 on research and development costs, compared to $87,479 during the
fiscal year ended January 31, 2010.

Intellectual property

We currently own and operate the registered internet domain
http://www.compassbio.net/and also www.c-pharma.net

We rely on a combination of patents and licenses 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 it is our policy
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.

We currently have the rights to the following patents in the US
and in Europe with other territories:

Patent(s) or Patent Application(s):
entitled "Synthesis and Purification of Hepatitis C Virus-Like particles"
(PHS Ref. E-009-1997/0).

Serial Number
    Country
    Filing Date
    Issue Date
    Status
    Patent Number09/296,441
    U.S.A.
    04/21/1999
    05/14/2002
    Issued
    6,387,66223479/97
    Australia
    03/25/1997
    01/03/2002
    Issued
    7385859791652.6
    EPO
    03/25/1997
    --
    Pending
    --10-522521
    Japan
    03/25/1997
    --
    Pending
    --2269097
    Canada
    03/25/1997
    --
    Pending
    --


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.

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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
directors and our sole officer.

Customers

We do not have any immediate customers for any of our
technologies. Future customers will consist of other biotechnology 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.

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.

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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.

|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;

9

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- 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, 2011, we have a net loss of
$3,372,038. 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.

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.

10

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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.

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.

11

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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 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.

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.

12

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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 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.

13

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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
|-------- | -------------------------

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

|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]
|------- | ----------------------

14

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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 and the OTC Link under the symbol COBI. 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:

OTC Bulletin
      Board(1)Quarter Ended
    High
    LowJanuary 31, 2011
    $0.35
    $0.30October 31, 2010
    $0.46
    $0.065July 31, 2010
    $0.51
    $0.11April 30, 2010
    $0.60
    $0.219January 31, 2010
    $0.10
    $0.04October 31, 2009
    $0.05
    $0.05July 31, 2009
    $1.15
    $0.2April 30, 2009
    n/a
    n/aJanuary 31, 2009
    $0.02
    $0.009


(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 17, 2011, the shareholders' list showed 91 registered
shareholders and 19,842,621 common shares outstanding.

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.

15

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The following table summarizes certain information regarding
our equity compensation plan as at January 31, 2011 (post split):

Equity Compensation Plan
      InformationPlan 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
    NilEquity 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, 2011 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, 2011.

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,
2011.

|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, 2011 and January 31, 2010 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual 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 9 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.

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Personnel Plan

If our financing plans are successful we do expect that the
number of employees and consultants retained by the Company to increase. This
would be a reflection of the increase in activity of developing our products and
moving them through the various studies and clinical trials required. We do and
will continue to outsource contract employment as needed. However as we may be
limited in our financing efforts we are taking a conservative approach in
providing the next period of operations and activity levels.

Results of Operations

For the Year Ending January 31, 2011 and 2010

| |                    |   | Year Ended |  
| | ------------------ | - | ---------- | -
| |                    |   | January 31 |  
| |                    |   | 2011       |  
| |                    |   |            |  
| | Revenue            | $ | Nil        |  
| | Operating Expenses | $ | 1,418,218  |  
| | Net Income (Loss)  | $ | (1,489,171 | )

Expenses

Our operating expenses for our years ended January 31, 2011 and
2010 are outlined in the table below:

| |                            |   | Year Ended | 
| | -------------------------- | - | ---------- | 
| |                            |   | January 31 | 
| |                            |   | 2011       | 
| |                            |   |            | 
| | Amortization               | $ | 78,074     | 
| | General and administrative | $ | 1,128,517  | 
| | Management fees            | $ | 105,050    | 
| | Research and development   | $ | 105,050    | 
| | Travel                     | $ | 1,527      | 

Operating expenses for year ended January 31, 2011, increased
by approximately 249% as compared to the comparative period in 2010 primarily as
a result of increase in amortization of licenses by $77,228, increase in
management fees by $17,570, increase in research and development fees by
$17,570, increase in consulting fees by $830,763  and increase in other general
and administrative fees by $67,920.

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).

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Liquidity and Financial Condition

Working Capital

|                          |   | At          |   |   | At          |   |   |            |  
|------------------------- | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                          |   | January 31, |   |   | January 31, |   |   |            |  
|                          |   | 2011        |   |   | 2010        |   |   | Increase/  |  
|                          |   |             |   |   | (Restated)  |   |   | (Decrease) |  
|Current Assets            | $ | 310,185     |   | $ | 59,045      |   | $ | 251,140    |  
|Current Liabilities       | $ | 699,182     |   | $ | 220,782     |   | $ | 448,400    |  
|Working Capital (deficit) | $ | (388,997    | ) | $ | (65,737     | ) | $ | (323,260   | )

|Cash Flows                                |   |             |  |   |             |  
|----------------------------------------- | - | ----------- |  | - | ----------- | -
|                                          |   | Year Ended  |  |   | Year Ended  |  
|                                          |   | January 31, |  |   | January 31, |  
|                                          |   | 2011        |  |   | 2010        |  
|Net Cash Used in Operating Activities     | $ | 339,950     |  | $ | 188,733     |  
|Net Cash Used in Investing Activities     | $ | 4,351       |  | $ | 98,288      |  
|Net Cash Provided by Financing Activities | $ | 386,601     |  | $ | 278,358     |  
|Increase in Cash During the Period        | $ | 35,208      |  | $ | (21,035     | )

In the next twelve months we anticipate spending $360,000 on
management fees, $250,000 on general and administrative expenses and $1,180,000
on research and development. Our cash on hand at January 31, 2011 was $40,126.
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
$1,790,000 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.

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, 2012

Operating ExpensesManagement and Consulting
    $
    360,000Research and
      Development
    
    1,180,000General and Administrative
    
    250,000Total Operating Expenses
    $
    1,790,000


18

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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, 2011, 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.

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. Our companys fiscal year end is
January 31.

19

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Principles of Consolidation

These financial statements include the accounts of our company
and its wholly-owned subsidiary, C-Pharma Inc. (formerly Cyplasin OncoScience
Inc.). 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. Our 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.

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.

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.

Intangible Assets

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. Intangible assets with
finite life are amortized over their useful life on a straight line basis.
Management has determined that the Companys license to patents to be used in
the development of vaccination for the prevention and treatment of hepatitis C
to have a useful life of 10 years.

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.

Research and Development

Research and product development costs are expensed as
incurred.

20

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Other Comprehensive Income

Our company reports and displays comprehensive income and its
components in the financial statements. During the years ended January 31, 2011
and 2010, the only component of comprehensive income was foreign currency
translation adjustments.

Income Taxes

Our 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.

Our 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 our 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 our company is not
exposed to significant interest, currency or credit risks arising from these
financial instruments.

Our 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 our
companys operations that arise from fluctuations in foreign exchange rates and
the degree of volatility of these rates. Currently, our company does not use
derivative instruments to reduce its exposure to foreign currency risk.

Stock-Based Compensation

Our 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.

Comparative figures

Certain of the comparative figures have been reclassified to
conform to the current years presentation.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standard Board
(FASB) issued Accounting Standards Update (ASU ) 2010-06, Improving
Disclosures about Fair Value Measurements, which is included in the ASC Topic
820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new
disclosures on the amount and reason for transfers in and out of Level 1 and 2
fair value measurements. ASU 2010-06 also requires disclosures of activities,
including purchases, sales, issuances, and a settlement within Level 3 fair
value measurements and clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods
beginning after December 15, 2009 except for the disclosures about purchases,
sales, issuances, and settlements in the roll forward of activity in Level 3
fair value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years. The implementation of the adoption of ASU 2010-06 did not have a material
impact on the Companys consolidated financial statements.

21

---

In February 2010, the FASB issued ASU 2010-09, "Subsequent
Events (Topic 855) Amendments to Certain Recognition and Disclosure
Requirements". The amendment eliminates the requirement for SEC filers to
disclose the date through which subsequent events have been evaluated. This
standard had no impact on the Company's consolidated financial statements.

There are several new accounting pronouncements issued by FASB
which are not yet effective. Each of these pronouncements, as applicable, has
been or will be adopted by the Company. Management does not believe any of these
accounting pronouncements has had or will have a material impact on the
Company's financial position or operating results.

|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
|------- | -------------------------------------------------

22

---

|COMPASS BIOTECHNOLOGIES INC         
|------------------------------------
|(FORMERLY CYPLASIN BIOMEDICAL, LTD.)
|(A Development Stage Company)       
|January 31, 2011                    

|                                                              | 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-15

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Compass Biotechnologies
  Inc. (formerly Cyplasin Biomedical, Ltd):

We have audited the accompanying consolidated balance sheets
  of Compass Biotechnologies Inc. (formerly Cyplasin Biomedical, Ltd) (a development
  stage company) as of January 31, 2011 and 2010 and the related 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, 2011. 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 audit 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 Compass Biotechnologies
  Inc. as of January 31, 2011 and 2010 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, 2011 in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying consolidated 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.

The Company has restated its consolidated financial statements
  for the year ended January 31, 2010 to reflect correction of an error (Note
  14). Accordingly, our present opinion on the 2010 financial statements, as presented
  herein, is not different from our previous report dated May 14, 2010, whereby
  we expressed an opinion that the 2010 financial statements fairly presented
  the financial position, results of operations, and cash flows in conformity
  with accounting principles generally accepted in the United States of America.

|/s/ DMCL                             
|-------------------------------------
|                                     
|DALE MATHESON CARR-HILTON LABONTE LLP
|CHARTERED ACCOUNTANTS                
|Vancouver, Canada                    
|May 17, 2011                         



F - 1

---

|COMPASS BIOTECHNOLOGIES INC. (FORMERLY CYPLASIN BIOMEDICAL,
      LTD.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Consolidated Balance Sheets                                            

|                                                                                                                                                                                                           |  | January 31, |   |  | January 31, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                                                                                                                                           |  | 2011        |   |  | 2010        |  
|                                                                                                                                                                                                           |  | $           |   |  | $           |  
|                                                                                                                                                                                                           |  |             |   |  | (Restated - |  
|                                                                                                                                                                                                           |  |             |   |  | Note 14)    |  
|ASSETS                                                                                                                                                                                                     |  |             |   |  |             |  
|                                                                                                                                                                                                           |  |             |   |  |             |  
|Current Assets                                                                                                                                                                                             |  |             |   |  |             |  
|Cash                                                                                                                                                                                                       |  | 40,126      |   |  | 4,918       |  
|Receivable                                                                                                                                                                                                 |  | 45,071      |   |  | 32,019      |  
|Prepaids
      (Note 7)                                                                                                                                                                                    |  | 224,988     |   |  | 22,108      |  
|Total Current Assets                                                                                                                                                                                       |  | 310,185     |   |  | 59,045      |  
|Accounts receivable (Note 4)                                                                                                                                                                               |  |            |   |  | 69,335      |  
|Equipment, net(Note 3)                                                                                                                                                                                     |  | 730         |   |  | 1,576       |  
|Licenses, net(Note
      5)                                                                                                                                                                                |  | 695,050     |   |  | 740,427     |  
|Total Assets                                                                                                                                                                                               |  | 1,005,965   |   |  | 870,383     |  
|                                                                                                                                                                                                           |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                       |  |             |   |  |             |  
|Current Liabilities                                                                                                                                                                                        |  |             |   |  |             |  
|Accounts payable and accrued liabilities
      (Notes 5, 6, 9 and 10)                                                                                                                                      |  | 685,682     |   |  | 210,782     |  
|Promissory
      note (Note 6)                                                                                                                                                                             |  | 13,500      |   |  | 10,000      |  
|Total Liabilities                                                                                                                                                                                          |  | 699,182     |   |  | 220,782     |  
|                                                                                                                                                                                                           |  |             |   |  |             |  
|Contingency (Note 1)                                                                                                                                                                                       |  |             |   |  |             |  
|Commitments (Note 4, 5 and 10)                                                                                                                                                                             |  |             |   |  |             |  
|Subsequent events (Note 15)                                                                                                                                                                                |  |             |   |  |             |  
|Stockholders equity                                                                                                                                                                                       |  |             |   |  |             |  
|Common stock
      (Note 7) 
                  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:
      15,729,053 common shares (January 31, 2010  4,104,200)                                                                                                                      |  | 15,729      |   |  | 4,104       |  
|Additional paid-in capital                                                                                                                                                                                 |  | 3,422,506   |   |  | 1,638,211   |  
|Accumulated other comprehensive income                                                                                                                                                                     |  | 21,664      |   |  | 28,756      |  
|Obligation to issue shares (Note
      5 and 10)                                                                                                                                                           |  | 113,875     |   |  | 654,475     |  
|Subscriptions receivable (Note 7)                                                                                                                                                                          |  | (10,200     | ) |  |            |  
|Subscriptions received (Note 7)                                                                                                                                                                            |  | 115,247     |   |  | 206,922     |  
|Deficit                                                                                                                                                                                                    |  | (54,275     | ) |  | (54,275     | )
|Deficit accumulated during the development stage                                                                                                                                                           |  | (3,317,763  | ) |  | (1,828,592  | )
|Total Stockholders
      Equity                                                                                                                                                                           |  | 306,783     |   |  | 649,601     |  
|Total Liabilities and Stockholders Equity                                                                                                                                                                 |  | 1,005,965   |   |  | 870,383     |  

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

F - 2

---

|COMPASS BIOTECHNOLOGIES INC. (FORMERLY 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, |  
|                                                              |  | 2011                  |   |  | 2011        |   |  | 2010        |  
|                                                              |  | $                     |   |  | $           |   |  | $           |  
|                                                              |  |                       |   |  |             |   |  | (Restated - |  
|                                                              |  |                       |   |  |             |   |  | Note 14)    |  
|                                                              |  |                       |   |  |             |   |  |             |  
|Operating Expenses                                            |  |                       |   |  |             |   |  |             |  
|                                                              |  |                       |   |  |             |   |  |             |  
|Amortization                                                  |  | 79,407                |   |  | 78,074      |   |  | 621         |  
|General and administrative                                    |  | 1,855,048             |   |  | 1,128,517   |   |  | 229,834     |  
|Management fees (Note 9)                                      |  | 365,711               |   |  | 105,050     |   |  | 87,479      |  
|Research and development (Note 9)                             |  | 995,435               |   |  | 105,050     |   |  | 87,479      |  
|Travel                                                        |  | 16,339                |   |  | 1,527       |   |  | 826         |  
|                                                              |  |                       |   |  |             |   |  |             |  
|Loss Before Other Items                                       |  | (3,311,940            | ) |  | (1,418,218  | ) |  | (406,239    | )
|                                                              |  |                       |   |  |             |   |  |             |  
|Other Items                                                   |  |                       |   |  |             |   |  |             |  
|Gain on sale of patent (Note 4)                               |  | 70,025                |   |  |            |   |  | 70,025      |  
|Loss on settlement of debt (Note
      9)                     |  | (4,894                | ) |  |            |   |  | (4,894      | )
|Write-off of patent (Note 4)                                  |  | (1                    | ) |  |            |   |  | (1          | )
|Write-off of accounts receivable (Note 4)                     |  | (70,953               | ) |  | (70,953     | ) |  |            |  
|Net Loss                                                      |  | (3,317,763            | ) |  | (1,489,171  | ) |  | (341,109    | )
|                                                              |  |                       |   |  |             |   |  |             |  
|Loss Per Share 
      Basic and Diluted                      |  |                       |   |  | (0.14       | ) |  | (0.16       | )
|                                                              |  |                       |   |  |             |   |  |             |  
|Weighted Average Shares
      Outstanding  Basic and Diluted |  |                       |   |  | 10,618,572  |   |  | 2,125,849   |  

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

F - 3

---

|COMPASS BIOTECHNOLOGIES INC. (FORMERLY CYPLASIN BIOMEDICAL,
      LTD.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Consolidated Statement of Stockholders Equity                         

DeficitAdditional
      
      
      Accumulated
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      accumulatedCommon
      
      
      Paid-in
      
      
      Other
      
      
      Obligation to
      
      
      
      
      
      
      
      
      
      
      
      during theCommon
      
      
      Stock
      
      
      Capital
      
      
      Comprehensive
      
      
      issue shares
      
      
      Subscriptions
      
      
      Subscriptions
      
      
      
      
      
      developmentStock
      
      
      Amount
      
      
      
      
      
      Income (Loss)
      
      
      
      
      
      receivable
      
      
      received
      
      
      Deficit
      
      
      stage
      
      
      TotalNumber
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $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
      
      
      
      
      
      64,827Common stock issued
      
      525,000
      
      
      525
      
      
      (524
      )
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      1Common stock cancelled
      
      (1,333,000
      )
      
      (1,333
      )
      
      1,333
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      Private placements
      
      42,500
      
      
      28
      
      
      1,099,972
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      11,000,000Stock-based compensation
      
      
      
      
      
      
      
      115,131
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      115,131Foreign currency translation
      
      
      
      
      
      
      
      
      
      
      70,339
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      70,339Net loss
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (62,669
      )
      
      (856,380
      )
      
      (919,049
      )Balance, January 31, 2008
      
      989,600
      
      
      990
      
      
      1,270,743
      
      
      70,171
      
      
      
      
      
      
      
      
      
      
      
      (54,275
      )
      
      (856,380
      )
      
      431,249Stock-based compensation
      
      
      
      
      
      
      
      193,368
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      193,368Foreign 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
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      86,700Shares for debt
      
      669,600
      
      
      669
      
      
      32,811
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      33,480Shares for consulting
      
      400,000
      
      
      400
      
      
      39,600
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      40,000Finders shares
      
      320,000
      
      
      320
      
      
      31,680
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      32,000Finders fees
      
      
      
      
      
      
      
      (69,962
      )
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (69,962
      )Stock-based compensation
      
      
      
      
      
      
      
      54,996
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      54,996Obligation to issue shares
      
      
      
      
      
      
      
      
      
      
      
      
      
      654,475
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      654,475Foreign currency translation
      
      
      
      
      
      
      
      
      
      
      (12,372
      )
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (12,372
      )Subscriptions received
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      206,922
      
      
      
      
      
      
      
      
      206,922
      
      
      Net loss(Restated  Note 14)
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (341,109
      )
      
      (341,109
      )Balance, January 31, 2010
      
      4,104,200
      
      
      4,104
      
      
      1,638,211
      
      
      28,756
      
      
      654,475
      
      
      
      
      
      206,922
      
      
      (54,275
      )
      
      (1,828,592
      )
      
      649,601Private placements
      
      5,194,853
      
      
      5,195
      
      
      520,934
      
      
      
      
      
      
      
      
      (10,200
      )
      
      (187,266
      )
      
      
      
      
      
      
      
      328,663Shares for consulting
      
      2,750,000
      
      
      2,750
      
      
      877,750
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      880,500Shares for license
      
      3,180,000
      
      
      3,180
      
      
      537,420
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      540,600Obligation to issue shares
      
      
      
      
      
      
      
      
      
      
      
      
      
      (540,600
      )
      
      
      
      
      
      
      
      
      
      
      
      
      
      (540,600
      )Finders shares
      
      500,000
      
      
      500
      
      
      49,500
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      50,000Share issuance costs
      
      
      
      
      
      
      
      (214,909
      )
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (214,909
      )Stock based compensation
      
      
      
      
      
      
      
      13,600
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      13,600Foreign currency translation
      
      
      
      
      
      
      
      
      
      
      (7,092
      )
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (7,092
      )Subscriptions received
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      95,591
      
      
      
      
      
      
      
      
      95,591
      
      
      Net loss
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (1,489,171
      )
      
      (1,489,171
      )Balance, January 31, 2011
      
      15,729,053
      
      
      15,729
      
      
      3,422,506
      
      
      21,664
      
      
      113,875
      
      
      (10,200
      )
      
      115,247
      
      
      (54,275
      )
      
      (3,317,763
      )
      
      306,783


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

F - 4

---

|COMPASS BIOTECHNOLOGIES INC. (FORMERLY CYPLASIN BIOMEDICAL,
      LTD.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Consolidated Statements of Cash Flows                                  

|                                                                                                                               |  | Accumulated        |   |  |             |   |  |             |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | - |  | ----------- | - |  | ----------- | -
|                                                                                                                               |  | From               |   |  |             |   |  |             |  
|                                                                                                                               |  | February 15, 2007  |   |  |             |   |  |             |  
|                                                                                                                               |  | (Date of reporting |   |  |             |   |  |             |  
|                                                                                                                               |  | as a development   |   |  |             |   |  |             |  
|                                                                                                                               |  | stage company)     |   |  | Year        |   |  | Year        |  
|                                                                                                                               |  | To                 |   |  | Ended       |   |  | Ended       |  
|                                                                                                                               |  | January 31,        |   |  | January 31, |   |  | January 31, |  
|                                                                                                                               |  | 2011               |   |  | 2011        |   |  | 2010        |  
|                                                                                                                               |  | $                  |   |  | $           |   |  | $           |  
|                                                                                                                               |  |                    |   |  |             |   |  | (Restated - |  
|                                                                                                                               |  |                    |   |  |             |   |  | Note 14)    |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Cash Flows From Operating Activities                                                                                           |  |                    |   |  |             |   |  |             |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Net loss                                                                                                                       |  | (3,372,038         | ) |  | (1,489,171  | ) |  | (341,109    | )
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Adjustments
      to reconcile net income (loss) to net cash 
               provided by (used in) operating
      activities: |  |                    |   |  |             |   |  |             |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Amortization                                                                                                                   |  | 79,407             |   |  | 78,074      |   |  | 621         |  
|Gain on sale of patent                                                                                                         |  | (70,025            | ) |  |            |   |  | (70,025     | )
|Foreign exchange
      on gain on sale of patent                                                                               |  | 790                |   |  |            |   |  | 790         |  
|Loss on settlement of debt                                                                                                     |  | 4,894              |   |  |            |   |  | 4,894       |  
|Accrued interest                                                                                                               |  | 2,322              |   |  | 2,322       |   |  |            |  
|Shares for consulting services                                                                                                 |  | 732,308            |   |  | 692,308     |   |  | 40,000      |  
|Obligation
      to issue shares for consulting services                                                                       |  | 28,875             |   |  |            |   |  | 28,875      |  
|Stock-based compensation                                                                                                       |  | 377,095            |   |  | 13,600      |   |  | 54,996      |  
|Write-off
      of patent                                                                                                      |  | 1                  |   |  |            |   |  | 1           |  
|Write-off of accounts receivable                                                                                               |  | 69,335             |   |  | 69,335      |   |  |            |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Changes in operating assets and liabilities:                                                                                   |  |                    |   |  |             |   |  |             |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Receivable                                                                                                                     |  | (45,071            | ) |  | (13,052     | ) |  | (13,859     | )
|Prepaids                                                                                                                       |  | (58,904            | ) |  | (36,796     | ) |  | (16,687     | )
|Accounts payable and accrued liabilities                                                                                       |  | 552,564            |   |  | 343,430     |   |  | 122,770     |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Net Cash Used in Operating
      Activities                                                                                    |  | (1,698,447         | ) |  | (339,950    | ) |  | (188,733    | )
|Cash Flows From Investing Activities                                                                                           |  |                    |   |  |             |   |  |             |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Acquisition of equipment                                                                                                       |  | (2,909             | ) |  |            |   |  | (997        | )
|Acquisition of patent                                                                                                          |  | (100               | ) |  |            |   |  |            |  
|Acquisition of licenses for patents                                                                                            |  | (101,642           | ) |  | (4,351      | ) |  | (97,291     | )
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Net Cash Used in Investing Activities                                                                                          |  | (104,651           | ) |  | (4,351      | ) |  | (98,288     | )
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Cash Flows From Financing Activities                                                                                           |  |                    |   |  |             |   |  |             |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Proceeds from loan payable                                                                                                     |  | 13,500             |   |  | 3,500       |   |  | 10,000      |  
|Issuance of common stock                                                                                                       |  | 1,505,547          |   |  | 287,510     |   |  | 61,436      |  
|Subscriptions received                                                                                                         |  | 302,513            |   |  | 95,591      |   |  | 206,922     |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Net Cash Provided By Financing Activities                                                                                      |  | 1,821,560          |   |  | 386,601     |   |  | 278,358     |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Effect of Exchange Rate Changes                                                                                                |  | 21,664             |   |  | (7,092      | ) |  | (12,372     | )
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Change in Cash                                                                                                                 |  | 40,126             |   |  | 35,208      |   |  | (21,035     | )
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Cash Beginning                                                                                                                |  |                   |   |  | 4,918       |   |  | 25,953      |  
|                                                                                                                               |  |                    |   |  |             |   |  |             |  
|Cash Ending                                                                                                                   |  | 40,126             |   |  | 40,126      |   |  | 4,918       |  

Supplemental Cash Flow Information  Note 12

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

F - 5

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|1. | Nature of Operations and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Compass Biotechnologies Inc. (formerly Cyplasin
        Biomedical, Ltd.) (the Company) was incorporated in the state
        of Nevada on November 25, 2004 and is a development stage company. Effective
        March 29, 2011, the Company entered into an agreement and plan of merger
        with its wholly-owned subsidiary whereby the subsidiary merged with and
        into the Company and effected a name change to Compass Biotechnologies
        Inc. 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, 2011, the Company had not yet
        achieved profitable operations and has accumulated losses of $3,372,038
        (2010 - $1,882,867) since its inception and has a working capital deficiency
        of $388,997 (2010 - $161,737). 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 funds from future production
        of hepatitis C therapy products and raising funds from investors via equity.
        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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F - 6

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|2. | Summary of Significant Accounting Policies
        (contd)
|-- | -----------------------------------------------------------
|   |                                                            
|   | d)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            
|   | e)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | f)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | g)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | h)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | i)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | j)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            

F - 7

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|2. | Summary of Significant Accounting Policies
        (contd)
|-- | -----------------------------------------------------------
|   |                                                            
|   | k)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | l)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            
|   | m)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | n)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   | o)                                                         
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            
|   |                                                            

F - 8

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|3. | Equipment                            
|-- | -------------------------------------
|   |                                      
|   | Equipment consisted of the following:

January 31,
      
      
      January 31,2011
      
      
      2010$
      
      
      $Computer hardware
      
      2,667
      
      
      2,667Furniture and equipment
      
      242
      
      
      2422,909
      
      
      2,909Less: Accumulated
        amortization
      
      (2,179
      )
      
      (1,333
      )730
      
      
      1,576


|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 was 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. During the year ended January
        31, 2011, management determined the receivable was uncollectible and wrote-off
        of $70,953, net of foreign exchange.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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, 2011 and 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 year ended January 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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 had been recorded in obligation to issue shares
        at January 31, 2010. During the year ended January 31, 2011, the Company
        issued 3,180,000 shares of common stock with a fair value of $540,600
        (Note 7). At January 31, 2011, 500,000 shares of common stock at a fair
        value of $85,000 remain in obligation to issue shares.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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:                    
| |    |                                            
| |    |                                            
| |    |                                            
| |    |                                            
| |    |                                            

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

During the year ended January 31, 2011,
  the Company paid royalties of $22,449 (2010 - $97,291) and at January 31, 2011,
  the Company has recorded a royalty payable of $27,500 (2010 - $17,536) in accounts
  payable and accrued liabilities. To January 31, 2011, the Company has recorded
  amortization of $77,228 (2010 - $Nil) on the licenses.

F - 9

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|6. | Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On April 5, 2010, the Company entered into
        an unsecured promissory note agreement (the Note) with a shareholder
        whereby the Company has borrowed $20,000 (2010 - $10,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Note is interest bearing at 15% per annum
        commencing April 5, 2010, and repayable upon the Company completing a
        financing of at least $100,000. If the Company fails to make payment,
        interest will accrue at a rate of 18% per annum on the outstanding balance
        plus accrued interest. During the year ended January 31, 2011, the Company
        completed such financing and repaid $6,500, therefore the loan is interest
        bearing at 18% per annum. Included in accounts payable and accrued liabilities
        at January 31, 2011 is $2,332 (2010 - $Nil) in accrued interest, which
        has been recorded in general and administrative expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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. The conversion feature had no intrinsic value and accordingly
        no beneficial conversion feature has been recorded.                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company is authorized to issue common
        stock of up to 100,000,000 shares, with a par value of $0.001 and 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, 2011, the
        Company issued the following shares of common stock:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | a) | 100,000 shares of common stock for gross proceeds of
        $10,000 and 846,176 shares of common stock for gross proceeds of $143,850
        upon completion of private placements, of which $153,850 was recorded
        in subscriptions received at January 31, 2010. The Company recorded share
        issuance costs of $50,771 in relation to these private placements, of
        which $28,663 is recorded accounts payable and accrued liabilities at
        January 31, 2011 and $22,108 was recorded in prepaids at January 31, 2010.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | 486,567 shares of common stock for gross proceeds of
        $82,720 upon completion of a private placement, of which $19,816 was recorded
        in subscriptions received at January 31, 2010. The Company recorded share
        issuance costs of $72,985 in relation to these private placements, which
        is recorded in accounts payable and accrued liabilities at January 31,
        2011.                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | c) | 3,482,110 shares of common stock for gross proceeds
        of $241,959 upon completion of a private placement, of which $10,200 is
        recorded in subscriptions receivable at January 31, 2011.                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | d) | 280,000 shares of common stock for gross proceeds of
        $47,600 upon completion of a private placement, of which $13,600 was recorded
        in subscriptions received at January 31, 2010.                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | 3,180,000 shares of common stock at a fair value of
        $540,600 for licenses for patents (Note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | f) | 2,750,000 shares of common stock at a fair value of
        $880,500 for consulting services, of which $692,308 has been recorded
        in general and administrative expenses and $188,192 has been recorded
        in prepaids at January 31, 2011.                                                                                                                                                                                                                                                                                             

During the year ended January 31, 2011,
  the Company paid additional share issuance costs of $41,154 and issued 500,000
  common shares at a fair value of $50,000 for finders fees.

At January 31, 2011, the Company has
  $115,247 in subscriptions received. These subscriptions are comprised of advances
  towards a private placement of 1,047,890 shares of common stock ranging from
  $0.10 to $0.17 per share.

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, the Company paid finders fees of $69,962, of which
        $12,698 is recorded in accounts payable and accrued liabilities at January
        31, 2010 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.                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                              
| | c) | 669,600 shares of common stock at $0.05 per share, for
        the conversion of debt in the amount of $33,480.                                                                                                                                                                                                                                                                              

F - 10

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|8. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On May 11, 2007 the Company adopted a stock
        option plan (the Plan). Pursuant to the Plan, the Company
        recognizes stock-based compensation costs over the requisite service period
        of the award, which is the option vesting term. The following are the
        assumptions used for the Black-Scholes option pricing model to record
        the fair value of the stock options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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 5 years. 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,
        2014. To January 31, 2011, 200,000 (2010  100,000) of these stock
        options are exercisable and the Company recognized $13,600 (2010 - $54,996)
        in stock- based compensation expense in relation to vested stock options,
        of which $6,800 (2010 - $27,498) was allocated to management fees and
        $6,800 (2010 - $27,498) to research and development expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock option transactions during the year
        ended January 31, 2011 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Balance, January 31, 2009
      
      4,000Issued
      
      500,000Balance, January 31, 2010 and 2011  Outstanding
      
      504,000Balance, January
        31, 2011  Exercisable
      
      204,000


|9.  | Related Party Transactions                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | During the year ended January 31, 2011, the
        President of the Company received a monthly management consulting fee
        of CDN$12,000 plus bonus totaling $196,500 (2010 - $119,962), of which
        $98,250 (2010 - $59,981) has been recorded as management fees and $98,250
        (2010 - $59,981) as a research and development.      
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | During the year ended January 31, 2011, a
        director of the Company received a monthly consulting fee of $12,000 totaling
        $144,000 (2010 - $96,000) which has been recorded as general and administrative
        expenses.                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | During the year ended January 31, 2011, the
        Company settled debt with a director of the Company in the amount of $Nil
        (2010 - $28,586) through the issuance of shares of common stock with a
        fair value of $Nil (2010 - $33,480) and realized a loss on settlement
        of debt in the amount of $Nil (2010 - $4,894).       
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | As at January 31, 2011, $321,913 (2010 - $114,854)
        was due to related parties and recorded in accounts payable and accrued
        liabilities.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | All related party transactions are in the
        normal course of operations and are measured at the exchange amount, which
        is the amount of consideration established and agreed to by the related
        parties. Unless otherwise noted related party amounts are unsecured, bear
        no interest and have no fixed terms of repayment.
|    |                                                                                                                                                                                                                                                                                                                                                         
|10. | Commitments                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | a)                                                                                                                                                                                                                                                                                                                                                      

F - 11

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|10. | Commitments (contd)
|--- | --------------------
|    |                     
|    | a)                  
|    |                     
|    |                     
|    |                     
|    | b)                  
|    |                     
|    |                     
|    |                     
|    | c)                  
|    |                     
|    |                     
|    |                     
|    | d)                  
|    |                     
|    | e)                  
|    |                     
|    | f)                  
|    |                     
|    |                     

F - 12

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|10. | Commitments (contd)                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|    | g)                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                            
|    | h)                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                            
|11. | Income Taxes                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Company is subject to United States federal
        and state income taxes at an approximate rate of 35% (2010  35%).
        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, |  
| | ---------------------------- |  | ----------- | - |  | ----------- | -
| |                              |  |             |   |  | 2010        |  
| |                              |  | January 31, |   |  | $           |  
| |                              |  | 2011        |   |  | (Restated  |  
| |                              |  | $           |   |  | Note 14)    |  
| |                              |  |             |   |  |             |  
| | Net loss before income taxes |  | (1,489,171  | ) |  | (341,109    | )
| | Income tax rate              |  | 35%         |   |  | 35%         |  
| | Income tax (recovery)        |  | (521,210    | ) |  | (119,388    | )
| | Non-deductible items         |  | 15,890      |   |  | 19,466      |  
| | Valuation allowance change   |  | 515,450     |   |  | 72,660      |  
| | Tax rate change              |  | (10,130     | ) |  | 27,262      |  
| | Provision for income taxes   |  |            |   |  |            |  

The significant components of deferred
  income tax assets and liabilities at January 31, 2011 are as follows:

| |                                     |  | January 31, |   |  | January 31, |  
| | ----------------------------------- |  | ----------- | - |  | ----------- | -
| |                                     |  | 2011        |   |  | 2010        |  
| |                                     |  | $           |   |  | $           |  
| |                                     |  |             |   |  |             |  
| | Net operating loss carryforward     |  | 997,620     |   |  | 493,300     |  
| | Licenses                            |  | 11,130      |   |  |            |  
| | Valuation allowance                 |  | (1,008,750  | ) |  | (493,300    | )
| | Net deferred income
      tax asset |  |            |   |  |            |  

At January 31, 2011, the Company has
  non-capital loss carry-forwards, which expire commencing in 2031, of approximately
  $2,850,000. 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.

F - 13

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|12. | Supplemental Cash Flow Information
|--- | ----------------------------------

| |                                                                              |  | Accumulated        |  |  |             |  |  |             | 
| | ---------------------------------------------------------------------------- |  | ------------------ |  |  | ----------- |  |  | ----------- | 
| |                                                                              |  | From               |  |  |             |  |  |             | 
| |                                                                              |  | February 15, 2007  |  |  |             |  |  |             | 
| |                                                                              |  | (Date of reporting |  |  | Year        |  |  | Year        | 
| |                                                                              |  | as a development   |  |  | ended       |  |  | ended       | 
| |                                                                              |  | stage company) to  |  |  | January 31, |  |  | January 31, | 
| |                                                                              |  | January 31, 2011   |  |  | 2011        |  |  | 2010        | 
| |                                                                              |  | $                  |  |  | $           |  |  | $           | 
| | Cash paid for interest                                                       |  |                   |  |  |            |  |  |            | 
| | Cash paid for income taxes                                                   |  |                   |  |  |            |  |  |            | 
| | Obligation to issue shares of common stock
      for acquisition of licenses |  | 85,000             |  |  |            |  |  | 625,600     | 
| | Issue shares of common stock for acquisition of licenses                     |  | 540,600            |  |  | 540,600     |  |  |            | 
| | Obligation to issue shares of common stock
      for consulting services     |  | 28,875             |  |  |            |  |  | 28,875      | 
| | Royalties recorded in accounts payable and accrued liabilities               |  | 27,500             |  |  | 27,500      |  |  | 17,536      | 
| | Finders fee shares                                                          |  | 82,000             |  |  | 50,000      |  |  | 32,000      | 
| | Finders fees recorded in accounts payable and accrued
      liabilities     |  | 114,346            |  |  | 101,648     |  |  | 12,698      | 
| | Reclassification of prepaids to common stock                                 |  |                   |  |  | 22,108      |  |  |            | 
| | Issuance of common shares for consulting services recorded
      in prepaids |  | 188,192            |  |  | 188,192     |  |  |            | 
| | Subscriptions receivable for shares issued                                   |  | 10,200             |  |  | 10,200      |  |  |            | 
| | Reclassification of
      subscriptions received to common stock             |  |                   |  |  | 187,266     |  |  |            | 

|13. | Fair Value of Financial Instruments                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                        
|    | The following provides an analysis of financial instruments
        that are measured subsequent to initial recognition at fair value, grouped
        into Levels 1 to 3 based on the degree to which fair value is observable:                                       
|    |                                                                                                                                                                                                                                                                        
|    | Level 1 - fair value measurements are those derived
        from quoted prices (unadjusted) in active markets for identical assets
        or liabilities;                                                                                                             
|    |                                                                                                                                                                                                                                                                        
|    | Level 2 - fair value measurements are those derived
        from inputs other than quoted prices included within Level 1 that are
        observable for the asset or liability, either directly (i.e. as prices)
        or indirectly (i.e. derived from prices); and
|    |                                                                                                                                                                                                                                                                        
|    | Level 3 - fair value measurements are those derived
        from valuation techniques that include inputs for the asset or liability
        that are not based on observable market data (unobservable inputs).                                                       

| |                            |   | Level 1 |  |  | Level 2 |  |  | Level 3 | 
| | -------------------------- | - | ------- |  |  | ------- |  |  | ------- | 
| |                            |   |         |  |  |         |  |  |         | 
| | Cash                       | $ | 40,126  |  |  | -       |  |  | -       | 
| | Accounts receivable        | $ | 45,071  |  |  | -       |  |  | -       | 
| | Accounts payable           | $ | 685,682 |  |  | -       |  |  | -       | 
| | Loan payable               | $ | 13,500  |  |  | -       |  |  | -       | 
| | Obligation to issue shares | $ | 113,875 |  |  | -       |  |  | -       | 

There were no transfers between Level
  1 and Level 2 during the year. The Company has no financial instruments valued
  in Level 3.

|14. | Restatement                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                               
|    | The Company has restated its financial statements for
        the year ended January 31, 20010, in order to record accounts payable
        for services provided to the Company in the correct fiscal period.

| |                                          |   |                     |  |   |            |  |   |                     | 
| | ---------------------------------------- | - | ------------------- |  | - | ---------- |  | - | ------------------- | 
| |                                          |   | January 31, 2010    |  |   |            |  |   | January 31, 2010    | 
| |                                          |   | 
      As reported |  |   | Adjustment |  |   | 
      As restated | 
| |                                          |   |                     |  |   |            |  |   |                     | 
| | Consolidated balance sheets              |   |                     |  |   |            |  |   |                     | 
| | Accounts payable and accrued liabilities | $ | 114,782             |  | $ | 96,000     |  | $ | 210,782             | 
| |                                          |   |                     |  |   |            |  |   |                     | 
| | Consolidated statements of operations    |   |                     |  |   |            |  |   |                     | 
| | General and administrative expenses      | $ | 133,834             |  | $ | 96,000     |  | $ | 229,834             | 

F - 14

---

|Compass Biotechnologies Inc. (formerly Cyplasin BioMedical,
      Ltd.)
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|Notes to Consolidated Financial Statements                             
|January 31, 2011                                                       

|15. | Subsequent events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               
|    |                  
|    | c)               
|    |                  
|    | d)               
|    |                  
|    | e)               

F - 15

---

|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, 2011.

|Item 9A. | 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, 2011, 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, 2011.

Management believes that the material weaknesses set forth in
items (1), (2) and (3) above did not have an effect 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.

23

---

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, 2011. 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, 2011, 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 judgment 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, 2011 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

|Item 9B. | Other Information
|-------- | -----------------

None.

24

---

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 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
    AppointedGarth Likes
    Director President and Chief
      Executive Officer
    57
    February 15, 2007Dr. Joseph Sinkule
    Director
    57
    February 1, 2010


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 former member of the
board of directors, Chair of the 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.

Dr. Joseph Sinkule - Director

Dr. Joseph Sinkule is a serial entrepreneur and a 28-year
biotech veteran with extensive biotech start up experience. Joe has taken
several drug and recombinant protein products from discovery thru FDA approval
and licensure. He was previously Sr. VP of R&D at a NASDAQ-listed
biotech company and Director of Clinical Research at Immunex. Joe founded five
other biotech companies and two CROs, and currently serves on the Boards of four
healthcare companies.

25

---

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 ten
years:

1. A petition under the Federal bankruptcy laws or any state
insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or
any partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of which he
was an executive officer at or within two years before the time of such
filing;

2. Such person was convicted in a criminal proceeding or is a
named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses);

3. Such person was the subject of any order, judgment, or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:

| | i.   | Acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, any other person regulated by the Commodity
      Futures Trading Commission, or an associated person of any of the
      foregoing, or as an investment adviser, underwriter, broker or dealer in
      securities, or as an affiliated person, director or employee of any
      investment company, bank, savings and loan association or insurance
      company, or engaging in or continuing any conduct or practice in
      connection with such activity
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii.  | Engaging in any type of business practice; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iii. | Engaging in any activity in connection with the purchase
      or sale of any security or commodity or in connection with any violation
      of Federal or State securities laws or Federal commodities
  laws;                                                                                                                                                                                                                                                                                                                                                                                                                           

4. Such person was the subject of any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in paragraph (f)(3)(i)
of this section, or to be associated with persons engaged in any such
activity;

5. Such person was found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the
Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading Commission to have
violated any Federal commodities law, and the judgment in such civil action or
finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal
or State judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation
of:

| | i. | Any Federal or State securities or commodities law or
      regulation; or
| | -- | --------------------------------------------------------------------------

26

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| | ii.  | Any law or regulation respecting financial institutions
      or insurance companies including, but not limited to, a temporary or
      permanent injunction, order of disgorgement or restitution, civil money
      penalty or temporary or permanent cease-and-desist order, or removal or
      prohibition order; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                           
| | iii. | Any law or regulation prohibiting mail or wire fraud or
      fraud in connection with any business entity; or                                                                                                                                                                                                            

8. Such person was the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act
(15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its
members or persons associated with a member.

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 FormsDr. Joseph Sinkule
    1
    1


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: Compass
Biotechnologies Inc., Unit 131 Advanced Technology Centre, 9650  20thAvenue, NW, Edmonton, AB Canada T6N 1G1.

Board and Committee Meetings

Our board of directors held no formal meetings during the year
ended January 31, 2011. 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.

For the year ended January 31, 2011 our only standing committee
of the board of directors was our audit committee.

27

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Nomination Process

As of January 31, 2011, we did not effect any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

Audit Committee

Currently our audit committee consists of our board of
directors. We currently do not have nominating, compensation committees or
committees performing similar functions. There has not been any defined policy
or procedure requirements for shareholders to submit recommendations or
nomination for directors.

During fiscal 2011, aside from quarterly review
teleconferences, there were no meetings held by this committee. The business of
the audit committee was conducted though these teleconferences and by
resolutions consented to in writing by all the members and filed with the
minutes of the proceedings of the audit committee.

Audit Committee Financial Expert

Our board of directors has determined that it does 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.

|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, 2011 and 2010; 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, 2011 and 2010,

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:

28

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SUMMARY
      COMPENSATION TABLEName 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
    2011 
      2010
    140,357 
      119,962
    56,143 
      Nil
    Nil 
      Nil
    13,600 
      13,600
    Nil 
      Nil
    Nil 
      Nil
    Nil 
      Nil
    210,100 
      133,562


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 management 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 and has automatically
renewed for each subsequent year until January 31, 2013. During the year ended
January 31, 2011, the Company amended to increase the management consulting fees
to CDN$12,000 per month. In addition a bonus was applied at a rate of 40% on the
base fees.

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 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, 2011.

29

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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 AwardsName
    Number ofSecurities UnderlyingUnexercisedOptions (#) Exercisable
    **Number of**Securities **Underlying****Unexercised**Options
      (#) **Unexercisable**
    Equity
      Incentive Plan Awards: **Number
      of** Securities **Underlying**
      **Unexercised** Unearned Options
      (#)
    Option
      Exercise Price ($)
    Option
      Expiration Date
    Number of
      Shares or Units of Stock ThatHave
      Not Vested (#)
    Market Value of
      Shares or Units of **Stock That**Have NotVested ($)
    Equity
      Incentive Plan Awards: Number
      of UnearnedShares, 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
    4,000 200,000
    Nil 300,000
    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 year ended January 31, 2011.

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.

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.

30

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

The following table sets forth, as of April 30, 2011, 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
      Dr. Joseph Sinkule 5200 E. Double Tree Ranch Road Paradise
      Valley, Arizona 85253
    1,092,100 (2)
      3,000,000
    4.99 %
      13.70%Directors and Executive Officers as a
      Group(1)
    4,092,100
    18.69%


| | (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 April 30, 2011. As of May 17, 2011, there
      were 19,842,621 shares of our companys common stock issued and
      outstanding.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (2) | Includes options to acquire an aggregate of 204,000
      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, 2011, 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 yearend for
the last three completed fiscal years.

Director Independence

We currently act with two directors, consisting of Garth Likes
and Dr. Joseph Sinkule. We have determined that Dr. Joseph Sinkule is considered
as an independent director as defined in NASDAQ Marketplace Rule
4200(a)(15).

31

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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, 2011 and for fiscal year ended January 31, 2010
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 EndedJanuary 31, 2011 (estimated)
    January 31, 2010Audit Fees
    $20,000 - $30,000
    $24,000Audit Related Fees
    $20,500
    $16,200Tax Fees
    $2,000
    $2,000All Other Fees
    $Nil
    $NilTotal
    $42,500  52,500
    $42,200


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.

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.

32

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PART IV

|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    | (2)                 
|    |                     
|(b) | Exhibits            

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                           
|(3)     | Articles of Incorporation and
      Bylaws                                                                                                                                                                                            
|3.1     | Articles of Incorporation (Incorporated by reference
      from our Registration Statement on Form SB-2/a filed on July 29, 2005)                                                                                                     
|3.2     | Bylaws (Incorporated by reference
      from our Registration Statement on Form SB-2 filed on May 5, 2005)                                                                                                                            
|3.3     | Articles of Merger (Incorporated by reference from
      our Current Report on Form 8-K filed on April 4, 2011)                                                                                                                       
|(10)    | Material Contracts                                                                                                                                                                                                                    
|10.1    | Asset Purchase Agreement dated February 1, 2007
      with Christian Petzelt (Incorporated by reference from our Form 8-K Current
      Report filed on February 5, 2007)                                                             
|10.2    | Asset Purchase Agreement dated
      April 10, 2007 with Bioxen Ltd. (Incorporated by reference from our Form
      8-K Current Report filed on April 13, 2007)                                                                       
|10.3    | Consulting Agreement dated February 15, 2007 with
      Garth Likes (Incorporated by reference from our Form 10-KSB filed on May
      1, 2007)                                                                                       
|10.4    | Exclusive License and Option Agreement
      between our company and Bioxen Ltd. dated February 7, 2009. (Incorporated
      by reference to our Current Report on Form 8-K filed on February 8, 2011)                                
|10.5    | Letter of Agreement between our company and Minapharm
      Pharmaceuticals SAE, dated February 28, 2010. (Incorporated by reference
      to our Current Report on Form 8-K filed on February 8, 2011)                               
|10.6    | Exclusive License Agreement between
      our company and Virionics Corporation, dated July 1, 2010. (Incorporated
      by reference to our Current Report on Form 8-K filed on February 8, 2011)                                    
|10.7    | Securities Purchase Agreement between our company
      and Tangiers Investors, LP, dated July 19, 2010. (Incorporated by reference
      to our Current Report on Form 8-K filed on February 8, 2011)                                
|10.8    | Asset Assignment Agreement between
      our company and Dr. Joseph Sinkule and C-Virionics Corporation, dated December
      27, 2009. (Incorporated by reference to our Current Report on Form 8- K/A
      filed on April 12, 2011)
|(31)    | Section 302 Certifications                                                                                                                                                                                                            
|31.1*   | Certification
      of Principal Executive Officer and Principal Financial Officer filed pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002                                                                              
|(32)    | Section 906 Certification                                                                                                                                                                                                             
|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

33

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereto duly authorized.

|                    | COMPASS BIOTECHNOLOGIES INC.                                       
|------------------- | -------------------------------------------------------------------
|                    | (Registrant)                                                       
|                    |                                                                    
|Dated: May 17, 2011 | /s/
      Garth Likes                                              
|                    | Garth Likes                                                        
|                    | President, Chief Executive Officer and Director                    
|                    | (Principal Executive Officer, Principal
      Financial Officer and
|                    | Principal Accounting Officer)                                      

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

|Dated: May 17, 2011 | */s/ Garth Likes*                                                  
|------------------- | -------------------------------------------------------------------
|                    | Garth Likes                                                        
|                    | President, Chief Executive Officer and Director                    
|                    | (Principal Executive Officer, Principal
      Financial Officer and
|                    | Principal Accounting Officer)                                      
|                    |                                                                    
|                    |                                                                    
|Dated: May 17, 2011 | /s/Dr. Joseph Sinkule                                              
|                    | Dr. Joseph Sinkule                                                 
|                    | Director                                                           

34

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