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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, 2009

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

For the transition period from [ ] to [ ]

Commission file number 000-52057

Cyplasin Biomedical
Ltd.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 47-0930829                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|                                                                     |                                     
|9650  20 Avenue, Edmonton, Alberta, Canada                          | T6N 1G1                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrant's telephone number, including area code:
780.469.2975

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

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

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

N/A(Title of class)

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

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ]     No [ x ]

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

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable
date.989,600 as of May 12, 2009

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                                                                                          | 13
|Item 2.  | Properties                                                                                                         | 14
|Item 3.  | Legal Proceedings                                                                                                  | 14
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                                | 14
|Item 5.  | Market for Registrants Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities | 14
|Item 6.  | Selected Financial Data                                                                                            | 15
|Item 7.  | Managements Discussion and Analysis of Financial Condition
      and Results of Operations                        | 15
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                         | 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                                                             | 24
|Item 11. | Executive Compensation                                                                                             | 27
|Item 12. | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters               | 30
|Item 13. | Certain Relationships and Related Transactions, and Director
      Independence                                    | 31
|Item 14. | Principal Accounting Fees and Services                                                                             | 31
|Item 15. | Exhibits, Financial Statement Schedules                                                                            | 33

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PART I

|Item 1. | Business
|------- | --------

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

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

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

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

General Overview

We were incorporated pursuant to the laws of the State of
Nevada on May 12, 2004 under the name Glass Wave Enterprises, Inc. Effective
February 16, 2007, we changed our name to Cyplasin Biomedical Ltd. and effected
a six point two (6.2) for one forward stock split of our authorized, issued and
outstanding common stock. Following our incorporation, we commenced the
business, through our wholly-owned subsidiary, Astro Nutrition Inc., as a
reseller of health products and herbal remedies. We targeted the market of
health food supplements and herbal remedies by catering mainly to the European
and Asian markets. We disposed of our former wholly-owned subsidiary, Astro
Nutrition Inc. during our quarter April 30, 2007.

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

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

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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 Ltd. in exchange
for the acquisition by our company of such intellectual property.

On May 31, 2008 Lennie Ryer resigned as a director of our
company and on June 5, 2008 Luc Mainville resigned as a director of our
company.

On October 1, 2008, Christian Petzelt resigned as chief
scientific officer and as a director and Geoffrey Galley resigned as a director
of our company.

Effective December 23, 2008, we effected a forty (40) old for
one (1) new reverse stock split of our authorized and issued and outstanding
common stock. As a result, our authorized capital decreases from 465,000,000
shares of common stock with a par value of $0.001 to 11,625,000 shares of common
stock with a par value of $0.001and our issued and outstanding shares decrease
from 39,584,000 shares of common stock to 989,600 shares of common stock.

The reverse stock split became effective with the
Over-the-Counter Bulletin Board at the opening for trading on February 2, 2009
under the new stock symbol CPBM. Our new CUSIP number is 232664201.

On February 4, 2009, our board of directors and the holders of
the majority of our outstanding shares approved an increase to our authorized
number of shares of common stock from 11,625,000 shares to 100,000,000 shares
with a par value of $0.001 per share. They also authorized the issuance of up to
100,000,000 shares of preferred stock, par value of $0.001 per share. These
amendments have not yet become effective with the Securities and Exchange
Commission.

On February 13, 2009, we entered into a letter of intent with
Vancouver based Pacific Therapeutics Ltd. to effect a reverse takeover in which
we would acquire 100% of Pacific Therapeutics Ltd.s common stock to be
completed on or before March 30, 2009. Due to Pacific Therapeutics Ltd.s
investors wishing to remain a private company, the letter of intent with PTL was
terminated May 1, 2009.

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

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. The name Cyplasin was
coined by Professor Christian Petzelt, our companys former Chief Scientific
Officer, to signify the proteins high cytotoxic potency, which was originally
isolated from a marine organism known as Aplysia punctata (commonly called a
sea hare). Professor Petzelt discovered the cyplasin proteins selective
cytotoxic effects for cancer cells in 1997 and received a US patent  number
6,171,818 - on January 9, 2001 relating to a protein having anti-tumor activity,
while having a DNA encoding for the same, plus having a process for the
preparation of the same with application of methods for treating malignancies
such as cancers with the same. On April 10, 2007, we entered in an asset
purchase agreement with Bioxen Ltd., whereby we acquired a second Cyplasin
patent describing a protein having anti tumor effect.

Using our newly obtained Intellectual Property (IP) patented
  approach we plan to apply our technology to improve the treatment profile of
  skin cancer and melanoma patients via a topical application by microinjection.
  This first in our family of cyplasin protein products is to be known as Cyplasin-SC,
  which once commercialized is expected to allow us to open new markets and disease
  applications with other forms of cancer. Our business strategy is to generate
  revenues through developing and licensing our technologies through partnerships
  with biotechnology and pharmaceutical companies while pursuing the development
  of our own products for unmet medical needs.

5

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Subsequent 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 is
commercialized. Patents have been filed for these various processes and some
have been issued in various jurisdictions and we anticipate these to be issued
in other pending countries in the future. It is our intention to continue to
create a strong patent or IP portfolio as we move along with the further
development of the protein for our current and future applications.

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

We have completed the preclinical testing of Cyplasin-SC,
which is an application for skin cancer and melanoma treatment. Management is
currently reviewing the results of the preclinical testing and intends to make a
decision on whether to further develop the protein forward into preclinical
development stages and then into subsequent human clinical trial
development.

Market

Cyplasin Biomedical Ltd. is focused on bringing a pipeline of
Cyplasin based products to market to treat cancer. Cyplasin Biomedicals
current mission is to first develop Cyplasin-SC for skin cancers and melanoma
and then evaluate its use for other cancers. Cyplasin Biomedical Ltd. is
advancing its pre-clinical program in order to submit an Investigational New
Drug (IND) application for Cyplasin-SC, which upon successful approval would
allow the initiation of human clinical trials with the eventual filing with the
FDA of a New Drug Application (NDA)

The cancer therapy market is one of the fastest growing drug
sectors, accounting for over one-third of all pharmaceutical sales worldwide.
Oncology drug sales by 2009 are expected to reach $55 billion compared to the
$30 billion in 2004. Incidence of skin cancer and melanoma are increasing
worldwide with the market expected to continue to grow to over $600 million by
2009.

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 cancer through using the cyplasin protein molecule.

During our fiscal year ended January 31, 2009 we expended
$272,889 on research and development costs, compared to $530,016 during the
fiscal year ended January 31, 2008

Intellectual property

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

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

| | 1. | patent, which describes a Protein having an
      anti-tumoral effect, has been granted as defined below:
| | -- | -----------------------------------------------------------------------------------------------------------

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       | US Patent No. 6,171,818 B1 was issued January 9,
    2001     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       | European Patent EP 0 858 465 was issued January 29,
      2003
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                               
| | 2. | A second patent entitled Cytotoxic Cyplasin of the Sea
      Hare, Aplysia punctata, cDNA Cloning and Expression of Bioreactive
      Recombinants with US-Application No. 10/501,098 and European Application
      No 02019 914.7-1521 has been granted in the United States. The patent
      claims cover the production and manufacturing by mammalian cells of a
      cytotoxic recombinant protein Cyplasin, and its use to treat
  cancer:
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       | US Patent No. 7,271,242 B2 was issued September 18,
      2007

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

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

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

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

Employees

At this time, our company has no employees.

Customers

Subsequent to the acquisition of the intellectual property, we
  are a development stage business and we do not have any immediate customers
  for any of our technologies. Future customers will consist of other biotechnology
  companies or pharmaceutical companies which we anticipate we will license our
  developed technologies to, in a partnership relationship for further commercial
  development.

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Suppliers

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

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

Competition

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

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

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

Government regulation

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

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

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

8

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Item 1A. Risk Factors

GENERAL STATEMENT ABOUT RISKS

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

RISKS RELATED TO OUR BUSINESS

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

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

- support our planned growth and carry out our business plan;
- continue scientific progress in our research and development programs;
- address costs and timing of conducting clinical trials and seek regulatory
  approvals and patent prosecutions;
- address competing technological and market developments; and
- establish additional collaborative relationships.

We may not be able to obtain additional equity or debt
financing on acceptable terms as required. Even if financing is available, it
may not be available on terms that are favourable 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, 2009, we have a net loss of
$1,487,483. We can offer no assurance that we will operate profitably or that we
will generate positive cash flow in the future. In addition, our operating
results in the future may be subject to significant fluctuations due to many
factors not within our control, such as the level of competition and general
economic conditions.

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

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

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

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

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

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

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

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

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

10

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

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

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

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

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

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

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

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

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

11

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

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

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

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

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

RISKS RELATED TO OUR COMMON STOCK

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

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

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

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

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

12

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

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

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

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

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

Other Risks

Trends, Risks and Uncertainties

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

|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.

13

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|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 300 sq. feet at a cost of $193.75 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. | Submission of Matters to a Vote of Security
      Holders
|------- | ---------------------------------------------------------

None.

PART II

|**Item 5.** | Market for Registrants Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity Securities
|----------- | ------------------------------------------------------------------------------------------------------------------

Our common shares are quoted on the Over-the-Counter Bulletin
Board under the symbol CPBM. The following quotations obtained from Stockwatch
reflect the high and low bids for our common stock based on inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter
      Ended
    High
    LowJanuary 31, 2009
    $0.02
    $0.009October 31, 2008
    $0.109
    $0.01July 31, 2008
    $0.35
    $0.10April 30, 2008
    $0.85
    $0.35January 31, 2008
    $1.54
    $0.62October 31, 2007
    $1.45
    $0.55July 31, 2007
    $1.95
    $0.75April 30, 2007
    $2.25
    $0.32January 31, 2007
    $1.01
    $0.45


(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 12, 2009, the shareholders' list showed 18 registered
  shareholders and 989,600 common shares outstanding.

14

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Dividend Policy

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

Equity Compensation Plan Information

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

The following table summarizes certain information regarding
our equity compensation plan as at January 31, 2009 (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
    $30.40
    52,7504,000
    $30.40
    52,750


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, 2009 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, 2009.

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,
2009.

|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, 2009 and January 31, 2008 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 8 of this annual report.

15

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

Purchase of Significant Equipment

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

Personnel Plan

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

Results of Operations

For the Year Ending January 31, 2009 and 2008

Year EndedJanuary 312009
    
    
    2008Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    631,103
    
    $
    856,380Net Income (Loss)
    $
    (631,103
    )
    $
    (919,049
    )


Expenses

Our operating expenses for our years ended January 31, 2009 and
2008 are outlined in the table below:

Year EndedJanuary 312009
    
    
    2008General and administrative
    $
    242,402
    
    $
    255,007Management fees
    $
    101,826
    
    $
    71,357Research and development
    $
    272,889
    
    $
    530,016Travel
    $
    13,986
    
    $
    Nil


Operating expenses for year ended January 31, 2009, decreased
by 26.31% as compared to the comparative period in 2008 primarily as a result of
decreases in general and administrative expenses and research and
development.

Revenue

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

16

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Equity Compensation

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

Liquidity and Financial Condition

Working Capital

|                          |   |             |   |   | At      |  |   |           |  
|------------------------- | - | ----------- | - | - | ------- |  | - | --------- | -
|                          |   | At          |   |   | January |  |   |           |  
|                          |   | January 31, |   |   | 31,     |  |   | Increase/ |  
|                          |   | 2009        |   |   | 2008    |  |   | Decrease  |  
|Current Assets            | $ | 49,534      |   | $ | 466,101 |  | $ | (416,567  | )
|                          |   |             |   |   |         |  |   |           |  
|Current Liabilities       | $ | 86,364      |   | $ | 36,700  |  | $ | 49,664    |  
|                          |   |             |   |   |         |  |   |           |  
|Working Capital (deficit) | $ | (36,830     | ) | $ | 429,401 |  | $ | (466,231  | )

Cash Flows

|                                          |   | Year Ended  |   |   | Year Ended  | 
|----------------------------------------- | - | ----------- | - | - | ----------- | 
|                                          |   | January 31, |   |   | January 31, | 
|                                          |   | 2009        |   |   | 2008        | 
|Net Cash Used in Operating Activities     | $ | 382,518     |   | $ | 879,972     | 
|                                          |   |             |   |   |             | 
|Net Cash Used in Investing Activities     | $ | Nil         |   | $ | 2,012       | 
|                                          |   |             |   |   |             | 
|Net Cash Provided by Financing Activities | $ | Nil         |   | $ | 1,100,000   | 
|                                          |   |             |   |   |             | 
|Increase in Cash During the Period        | $ | (411,561    | ) | $ | 288,355     | 

In the next twelve months we anticipate spending $120,000 on
management fees, $150,000 on general and administrative expenses and $150,000 on
research and development. Our cash on hand at January 31, 2009 was $25,953. We
plan to raise additional capital required to meet immediate short-term needs and
to meet the balance of our estimated funding requirements for the twelve months,
primarily through the private placement of our securities.

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

Future Financings

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

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.

17

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

Cash Requirements

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

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


Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended January 31, 2009, 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.

18

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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 and notes are presented
in accordance with accounting principles generally accepted in the United States
(U.S. GAAP) and are expressed in US dollars. The Companys fiscal year end is
January 31.

Principles of Consolidation

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

Discontinued Operations

Certain amounts have been reclassified to present the Companys
disposal of Astro as a discontinued operation. Unless otherwise indicated,
information presented in the notes to the financial statements relates only to
the Companys continuing operations. Information relating to the discontinued
operations is included in Note 5 and in some instances, where appropriate, is
included as a separate disclosure within the individual footnote.

Use of Estimates

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

Equipment

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

Long-Lived Assets

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

19

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Research and Development

Pursuant to SFAS No. 2 Accounting for Research and Development Costs, research and product development costs are expensed as incurred.

Other Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in the financial statements. During the years ended January 31, 2009 and 2008, the only
component of comprehensive income was foreign currency translation adjustments.

Income Taxes

The Company uses the assets and liability method of accounting for income taxes pursuant to SFAS No. 109 Accounting for Income Taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on February 1, 2007.  Previous, the Company had accounted for
tax contingencies in accordance with SFAS No.5, Accounting for Contingencies.  As required by Interpretation 48, which clarifies SFAS No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only
after determining that the relevant tax authority would make more likely than not sustain the position following an audit.  For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a
greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.  At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. The
adoption of FIN 48 did not have a material impact in the consolidated financial statements during the year ended January 31, 2009.

Basic and Diluted Loss per Share

The Company reports basic loss per share in accordance with SFAS No. 128, Earnings per Share. Basic loss per share is computed using the weighted average number of common shares outstanding during the year.  Diluted earnings per share
reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock.  The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method
and the effect of convertible securities by the if converted method. For the years presented, diluted loss per share is equal to basic loss per share as the effect of the computations are anti-dilutive.

Financial Instruments and Risk Management

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

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

Foreign Currency Translation

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

20

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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.

Stock-Based Compensation

The Company has adopted SFAS No. 123(R), Share Based Payments, which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial
statements based on the grant-date fair value of the award.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161).  SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance, and cash flows.  SFAS 161 achieves these improvements by requiring disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format. It also provides more information about an entitys liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires
cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, will be adopted by the Company beginning in the first quarter of 2010. The Company does not expect there to be any significant impact of adopting SFAS 161 on its financial position, cash flows and results of operations.

In April 2008, the FASB issued Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (FSP No. 142-3). FSP No. 142-3 amends the factors to be considered in assumptions used to determine the useful
lives of recognized intangible assets recognized under SFAS No. 142. The new guidance applies to intangible assets with contractual lives that are acquired individually or with a group of assets as well as those assets acquired in a business
combination. The new guidance is effective for fiscal years beginning after December 15, 2008 and interim periods. The Company will adopt the statement on January 1, 2009 which is the beginning of its 2009 fiscal year. Management is in the process
of evaluating the impact FSP No. 142-3 will have on the Companys consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the Public Company Accounting Oversight Boards (PCAOB) amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Companys financial position, statements of operations, or cash flows at this time. Management is in the process of evaluating the impact SFAS No. 162 will have
on the Companys consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, Accounting
  for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement
  No. 60. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee
  insurance contracts, including the recognition and measurement of premium revenue
  and claims liabilities. This statement also requires expanded disclosures about
  financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
  years beginning on or after December 15, 2008, and interim periods within those
  years. SFAS No. 163 has no effect on the Companys financial position,
  statements of operations, or cash flows at this time. Management is in the process
  of evaluating the impact SFAS No. 163 will have on the Companys consolidated
  financial statements.

21

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|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

---

|CYPLASIN BIOMEDICAL, LTD.    
|-----------------------------
|(A Development Stage Company)
|January 31, 2009             

|                                                              | Index    
|------------------------------------------------------------- | ---------
|                                                              |          
|Report of Independent Registered
      Public Accounting Firm | F2      
|Consolidated Balance Sheets                                   | F3      
|Consolidated Statements
      of Operations                   | F4      
|Consolidated Statement of Stockholders
      Equity          | F5      
|Consolidated Statements
      of Cash Flows                   | F6      
|Notes to Consolidated Financial Statements                    | F7 F-14

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

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

We have audited the accompanying consolidated balance sheets of
Cyplasin Biomedical, Ltd., a development stage company, as of January 31, 2009
and 2008 and the consolidated statements of operations, stockholders equity,
and cash flows for the years then ended and for the period from February 15,
2007 (date of reporting as a development stage company) to January 31, 2009.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of Cyplasin Biomedical,
Ltd. as of January 31, 2009 and 2008 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, 2009, in
conformity with accounting principles generally accepted in the United States of
America.

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

|/s/ DMCL                                 
|-----------------------------------------
|                                         
|**DALE MATHESON CARR-HILTON LABONTE LLP**
|CHARTERED ACCOUNTANTS                    
|                                         
|Vancouver, Canada                        
|May 7, 2009                              



F-2

---

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

|                                                                 |  | January 31, |  
|---------------------------------------------------------------- |  | ----------- | -
|                                                                 |  | 2009        |  
|ASSETS                                                           |  | $           |  
|                                                                 |  |             |  
|Current Assets                                                   |  |             |  
|Cash                                                             |  | 25,953      |  
|Receivables                                                      |  | 18,160      |  
|Prepaids                                                         |  | 5,421       |  
|Total Current Assets                                             |  | 49,534      |  
|Equipment (Note 3)                                               |  | 1,200       |  
|Patents (Notes 4 and 5)                                          |  | 101         |  
|Total Assets                                                     |  | 50,835      |  
|                                                                 |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                   |  |             |  
|Current Liabilities                                              |  |             |  
|Accounts payable and accrued liabilities (Note 6)                |  | 86,364      |  
|Total Current Liabilities                                        |  | 86,364      |  
|                                                                 |  |             |  
|Contingency (Note 1)                                             |  |             |  
|                                                                 |  |             |  
|Stockholders Equity (Deficit)                                   |  |             |  
|Common stock                                                     |  |             |  
|Authorized:
      11,625,000 shares, par value $0.001            |  |             |  
|Issued and outstanding: 989,600
      shares (January 31, 2008  |  |             |  
|989,600) (Note
      7)                                          |  | 990         |  
|Additional paid-in capital                                       |  | 1,464,111   |  
|Accumulated other
      comprehensive income (loss)              |  | 41,128      |  
|Retained earnings (deficit)                                      |  | (54,275     | )
|Deficit accumulated during the development
      stage           |  | (1,487,483  | )
|Total
      Stockholders Equity (Deficit)                       |  | (35,529     | )
|Total Liabilities and Stockholders Equity                       |  | 50,835      |  

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

F-3

---

|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, |  
|                                                        |  | 2009               |   |  | 2009        |   |  | 2008        |  
|                                                        |  | $                  |   |  | $           |   |  | $           |  
|                                                        |  |                    |   |  |             |   |  |             |  
|                                                        |  |                    |   |  |             |   |  |             |  
|Operating Expenses                                      |  |                    |   |  |             |   |  |             |  
|                                                        |  |                    |   |  |             |   |  |             |  
|General and administrative
      (Notes 6 and 9)        |  | 497,409            |   |  | 242,402     |   |  | 255,007     |  
|Management fees (Notes 6 and 9)                         |  | 173,182            |   |  | 101,826     |   |  | 71,357      |  
|Research and development
      (Notes 6 and 9)          |  | 802,906            |   |  | 272,889     |   |  | 530,016     |  
|Travel                                                  |  | 13,986             |   |  | 13,986      |   |  |            |  
|                                                        |  |                    |   |  |             |   |  |             |  
|Net Loss Before Discontinued Operations                 |  | (1,487,483         | ) |  | (631,103    | ) |  | (856,380    | )
|                                                        |  |                    |   |  |             |   |  |             |  
|Discontinued
      operations (Note 5)                  |  |                   |   |  |            |   |  | (62,669     | )
|Net Loss                                                |  | (1,487,483         | ) |  | (631,103    | ) |  | (919,049    | )
|                                                        |  |                    |   |  |             |   |  |             |  
|                                                        |  |                    |   |  |             |   |  |             |  
|Loss Per Share  Basic and Diluted                      |  |                    |   |  |             |   |  |             |  
|                                                        |  |                    |   |  |             |   |  |             |  
|Continuing Operations                                   |  |                    |   |  | (0.64       | ) |  | (0.87       | )
|Discontinued Operations                                 |  |                    |   |  | -           |   |  | (0.06       | )
|                                                        |  |                    |   |  |             |   |  |             |  
|Net Loss Per Share                                      |  |                    |   |  | (0.64       | ) |  | (0.93       | )
|                                                        |  |                    |   |  |             |   |  |             |  
|Weighted Average Shares Outstanding  Basic and Diluted |  |                    |   |  | 989,600     |   |  | 983,853     |  

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

F-4

---

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

|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  | Deficit     |   |  |          |  
|------------------------------- |  | ---------- | - |  | ------ | - |  | ---------- | - |  | ------------- | - |  | ------- | - |  | ----------- | - |  | -------- | -
|                                |  |            |   |  |        |   |  | Additional |   |  | Accumulated   |   |  |         |   |  | accumulated |   |  |          |  
|                                |  |            |   |  | Common |   |  | Paid-in    |   |  | Other         |   |  |         |   |  | during the  |   |  |          |  
|                                |  | Common     |   |  | Stock  |   |  | Capital    |   |  | Comprehensive |   |  |         |   |  | development |   |  |          |  
|                                |  | Stock      |   |  | Amount |   |  |            |   |  | Income (Loss) |   |  | Deficit |   |  | stage       |   |  | Total    |  
|                                |  | Number     |   |  | $      |   |  | $          |   |  | $             |   |  | $       |   |  | $           |   |  | $        |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Balance, January 31, 2007 and   |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|February 15, 2007 (date of      |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|reporting as a development      |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|stage company)                  |  | 1,770,100  |   |  | 1,770  |   |  | 54,831     |   |  | (168          | ) |  | 8,394   |   |  |            |   |  | 64,827   |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Common stock issued (Note 5)    |  | 525,000    |   |  | 525    |   |  | (524       | ) |  |              |   |  |        |   |  |            |   |  | 1        |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Common stock cancelled          |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|(Note 5)                        |  | (1,333,000 | ) |  | (1,333 | ) |  | 1,333      |   |  |              |   |  |        |   |  |            |   |  |         |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Private placement  February    |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|15, 2007                        |  | 12,500     |   |  | 13     |   |  | 499,987    |   |  |              |   |  |        |   |  |            |   |  | 500,000  |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Private placement  June 21,    |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|2007                            |  | 15,000     |   |  | 15     |   |  | 599,985    |   |  |              |   |  |        |   |  |            |   |  | 600,000  |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Stock-based compensation        |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|(Note 9)                        |  |           |   |  |       |   |  | 115,131    |   |  |              |   |  |        |   |  |            |   |  | 115,131  |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Foreign currency translation    |  |           |   |  |       |   |  |           |   |  | 70,339        |   |  |        |   |  |            |   |  | 70,339   |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Net loss                        |  |           |   |  |       |   |  |           |   |  |              |   |  | (62,669 | ) |  | (856,380    | ) |  | (919,049 | )
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Balance, January 31, 2008       |  | 989,600    |   |  | 990    |   |  | 1,270,743  |   |  | 70,171        |   |  | (54,275 | ) |  | (856,380    | ) |  | 431,249  |  
|Stock-based compensation        |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|(Note 9)                        |  |           |   |  |       |   |  | 193,368    |   |  |              |   |  |        |   |  |            |   |  | 193,368  |  
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Foreign currency translation    |  |           |   |  |       |   |  |           |   |  | (29,043       | ) |  |        |   |  |            |   |  | (29,043  | )
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Net loss                        |  |           |   |  |       |   |  |           |   |  |              |   |  |        |   |  | (631,103    | ) |  | (631,103 | )
|                                |  |            |   |  |        |   |  |            |   |  |               |   |  |         |   |  |             |   |  |          |  
|Balance, January
      31, 2009 |  | 989,600    |   |  | 990    |   |  | 1,464,111  |   |  | 41,128        |   |  | (54,275 | ) |  | (1,487,483  | ) |  | (35,529  | )

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

F-5

---

|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, |  
|                                                             |  | 2009               |   |  | 2009        |   |  | 2008        |  
|                                                             |  | $                  |   |  | $           |   |  | $           |  
|                                                             |  |                    |   |  |             |   |  |             |  
|                                                             |  |                    |   |  |             |   |  |             |  
|Cash Flows From Operating Activities                         |  |                    |   |  |             |   |  |             |  
|Net income (loss)                                            |  | (1,487,483         | ) |  | (631,103    | ) |  | (919,049    | )
|Adjustments to
      reconcile net income (loss) to net cash |  |                    |   |  |             |   |  |             |  
|provided by (used in) operating
      activities:            |  |                    |   |  |             |   |  |             |  
|Depreciation                                                 |  | 712                |   |  | 547         |   |  | 165         |  
|Stock-based compensation                                     |  | 308,499            |   |  | 193,368     |   |  | 115,131     |  
|Changes in operating assets
      and liabilities:           |  |                    |   |  |             |   |  |             |  
|Receivables                                                  |  | (18,160            | ) |  | (6,176      | ) |  | (14,150     | )
|Prepaids                                                     |  | (5,421             | ) |  | 11,182      |   |  | (16,603     | )
|Inventory                                                    |  |                   |   |  |            |   |  | 12,050      |  
|Accounts payable
      and accrued liabilities               |  | 86,364             |   |  | 49,664      |   |  | 21,155      |  
|Income taxes payable                                         |  |                   |   |  |            |   |  | 1,318       |  
|Due to related party                                         |  |                   |   |  |            |   |  | (25,374     | )
|Net Cash Used in Continuing Operations                       |  | (1,115,489         | ) |  | (382,518    | ) |  | (825,357    | )
|Net Cash Used In Discontinued Operations                     |  | -                  |   |  |            |   |  | (54,615     | )
|Net Cash Used in
      Operating Activities                  |  | (1,115,489         | ) |  | (382,518    | ) |  | (879,972    | )
|Cash Flows From Investing Activities                         |  |                    |   |  |             |   |  |             |  
|Acquisition of equipment                                     |  | (1,912             | ) |  |            |   |  | (1,912      | )
|Acquisition of patent                                        |  | (100               | ) |  |            |   |  | (100        | )
|Net Cash Used in
      Investing Activities                  |  | (2,012             | ) |  |            |   |  | (2,012      | )
|Cash Flows From Financing Activities                         |  |                    |   |  |             |   |  |             |  
|Issuance of common stock                                     |  | 1,100,000          |   |  |            |   |  | 1,100,000   |  
|Net Cash Provided By Financing Activities                    |  | 1,100,000          |   |  |            |   |  | 1,100,000   |  
|Effect of Exchange
      Rate Changes                        |  | 43,454             |   |  | (29,043     | ) |  | 70,339      |  
|                                                             |  |                    |   |  |             |   |  |             |  
|Increase in Cash                                             |  | 25,953             |   |  | (411,561    | ) |  | 288,355     |  
|Cash Beginning                                              |  |                   |   |  | 437,514     |   |  | 149,159     |  
|Cash Ending                                                 |  | 25,953             |   |  | 25,953      |   |  | 437,514     |  
|                                                             |  |                    |   |  |             |   |  |             |  
|                                                             |  |                    |   |  |             |   |  |             |  
|Supplemental Disclosures                                     |  |                    |   |  |             |   |  |             |  
|Interest paid                                                |  |                   |   |  |            |   |  |            |  
|Income taxes paid                                            |  |                   |   |  |            |   |  |            |  

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

F-6

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Cyplasin Biomedical, Ltd. (the Company) was
      incorporated in the State of Nevada on May 12, 2004, as Glasswave
      Enterprises, Inc. Effective January 31, 2005, the Company acquired all the
      outstanding common stock of Astro Nutrition Inc. (Astro), a company
      incorporated in the Province of British Columbia, Canada and under common
      control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Companys principal business, through Astro, was the
      sale of vitamins and mineral supplements via the internet. On February 1,
      2007, the Company entered into an asset purchase agreement (the Asset
      Purchase Agreement) to acquire certain intellectual property pertaining
      to cancer treatments and changed its name to Cyplasin Biomedical, Ltd.
      (Note 5). On completion of the Asset Purchase Agreement and effective
      February 15, 2007, the Company sold all of its interests in Astro to the
      former president of the Company. As a result of the transaction,
      management of the Company decided to focus on the development of acquired
      cancer treatment technology. Accordingly, commencing February 15, 2007,
      the Company began reporting as a development stage enterprise, as defined
      by Statement of Financial Accounting Standards (SFAS) No. 7.                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company is in the development stage and is unlikely to pay dividends or
      generate significant earnings in the immediate or foreseeable future. The
      continuation of the Company as a going concern and the ability of the
      Company to emerge from the development stage are dependent upon raising
      additional equity financing to continue to fund losses from operations and
      ultimately on generating profitable operations in the future. There is no
      guarantee that the Company will be able to raise adequate funding or
      generate profitable operations. As at January 31, 2009, the Company has
      working capital deficit of $36,830 and has incurred losses of $1,487,483
      from development stage operations. These factors raise substantial doubt
      regarding the Companys ability to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | These financial statements do not include any adjustment
      to the recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-7

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

|2. | Summary of Significant Accounting Policies
      (contd )
|-- | ----------------------------------------------------------

| | d) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The preparation of financial statements in conformity
      with U.S. GAAP requires management to make estimates and assumptions that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities and the reported amounts of revenues and
      expenses. The Companys actual results could differ from managements
      estimates and assumptions. Significant areas requiring the use of
      management estimates relate to the determination of fair values of stock
      based transactions, expected tax rates for deferred income tax assets and
      determining the fair values of financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Equipment consists of computer hardware, furniture and
      equipment and is recorded at cost. Computer hardware and furniture and
      equipment are depreciated on a straight-line basis over their estimated
      lives of three years and five years, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | f) | 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
      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | Research and Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Pursuant to SFAS No. 2 Accounting for Research and
      Development Costs, research and product development costs are expensed as
      incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | h) | Other Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive
      income and its components in the financial statements. During the years
      ended January 31, 2009 and 2008, the only component of comprehensive
      income was foreign currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | i) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company uses the assets and liability method of
      accounting for income taxes pursuant to SFAS No. 109 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
      assets and liabilities and their respective tax bases. Deferred tax assets
      and liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company adopted the provisions of Financial
      Accounting Standards Board (FASB) Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes (FIN 48), on February 1, 2007. Previous, the
      Company had accounted for tax contingencies in accordance with SFAS No.5,
      Accounting for Contingencies. As required by Interpretation 48, which
      clarifies SFAS No. 109, Accounting for Income Taxes, the Company
      recognizes the financial statement benefit of a tax position only after
      determining that the relevant tax authority would make more likely than
      not sustain the position following an audit. For tax positions meeting
      this standard, the amount recognized in the financial statements is the
      largest benefit that has a greater than 50 percent likelihood of being
      realized upon ultimate settlement with the relevant tax authority. At the
      adoption date, the Company applied Interpretation 48 to all tax positions
      for which the statute of limitations remained open. The adoption of FIN 48
      did not have a material impact in the consolidated financial statements
      during the year ended January 31, 2009.

F-8

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

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

F-9

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

|2. | Summary of Significant Accounting Principles
      (contd...)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-10

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

|3. | Equipment
|-- | ---------

Equipment consisted of the following at
January 31:

| |                                      |   | 2009  |   |   | 2008  |  
| | ------------------------------------ | - | ----- | - | - | ----- | -
| |                                      |   | $     |   |   | $     |  
| | Computer hardware                    |   | 1,670 |   |   | 1,670 |  
| | Furniture and
      equipment        |   | 242   |   |   | 242   |  
| |                                      |   | 1,912 |   |   | 1,912 |  
| | Less: Accumulated
      depreciation |   | (712  | ) |   | (165  | )
| |                                      | $ | 1,200 |   | $ | 1,747 |  

|4. | Patent
|-- | ------

On April 10, 2007, the Company entered
into an asset purchase agreement with Bioxen Ltd., a company indirectly owned by
a director of the Company, for the purchase of the rights, title and interest to
certain intellectual property for $100.

|5. | Asset Purchase Agreement
|-- | ------------------------

Pursuant to an Asset Purchase
Agreement, dated February 1, 2007 for the acquisition of intellectual property,
the Company issued 525,000 (post split) shares of its common stock. The former
directors of the Company resigned and a new board of directors was
appointed.

The fair value of the intellectual
property, being a patent for cancer related technology, was not reasonably
determinable; therefore a nominal value of $1 has been assigned.

In connection with the closing of the
Agreement, the Company cancelled 1,333,000 (post split) shares of its common
stock held by the former directors of the Company, who resigned in accordance
with the Asset Purchase Agreement. The Company was also obligated to complete a
private placement (Note 7). On completion of the Asset Purchase Agreement and
effective February 15, 2007, in consideration for the cancellation of the
1,333,000 shares, the Company sold all of its interests in its wholly-owned
subsidiary, Astro, to the former president of the Company.

The results of discontinued operations
of Astro are summarized as follows:

| |                                   |  | Year        |  |  | Year        |  
| | --------------------------------- |  | ----------- |  |  | ----------- | -
| |                                   |  | Ended       |  |  | Ended       |  
| |                                   |  | January 31, |  |  | January 31, |  
| |                                   |  | 2009        |  |  | 2008        |  
| |                                   |  | $           |  |  | $           |  
| |                                   |  |             |  |  |             |  
| | Revenue                           |  |            |  |  | 72,795      |  
| | Expenses                          |  |            |  |  | (69,978     | )
| | Net Operating Income              |  |            |  |  | 2,817       |  
| | Loss on disposal                  |  |            |  |  | (65,486     | )
| |                                   |  |             |  |  |             |  
| |                                   |  |             |  |  |             |  
| | Loss from Discontinued Operations |  |            |  |  | (62,669     | )

F-11

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

|5. | Asset Purchase Agreement (contd...)                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                 
|   | The Company realized a loss on the disposal of Astro,
      equal to the carrying value of the assets and liabilities disposed of as
      of February 15, 2007:

| | Assets                            | $ | 336,632  |  
| | --------------------------------- | - | -------- | -
| | Liabilities                       |   | (310,541 | )
| | Amounts Astro owed to the Company |   | 79,049   |  
| | Amounts owned to related parties  |   | (40,100  | )
| | Investment in Astro Nutrition     |   | 1        |  
| | Comprehensive loss                |   | 445      |  
| |                                   |   |          |  
| | Loss on disposal                  | $ | 65,486   |  

|   | The results of operations and cash flows of Astro for the
      period from February 1, 2007 to February 15, 2007 have been reported as
      discontinued operations.                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                        
|6. | Related Party Transactions                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                        
|   | A former director of the Company received a
      monthly management consulting fee of CDN$3,000, totaling $16,796 (2008 -
      $32,536) for the year ended January 31, 2009, which has been recorded as
      research and development.                              
|   |                                                                                                                                                                                                                                                                        
|   | The President of the Company received a monthly
      management fee of CDN$11,250 totaling $124,434 (2008 - $122,015) for the
      year ended January 31, 2009, of which $62,217 has been recorded as
      management fees and $62,217 as research and development. 
|   |                                                                                                                                                                                                                                                                        
|   | A Company indirectly owned by a former director
      of the Company received a monthly management consulting fee of CDN $8,250
      totaling $60,835 (2008  $89,476) for the year ended January 31, 2009,
      which has been recorded as research and development.
|   |                                                                                                                                                                                                                                                                        
|   | During the current year, the Company paid $7,374 (2008 -
      $10,374) in consulting fees to directors of the Company which has been
      recorded as general and administrative expenses.                                                                           
|   |                                                                                                                                                                                                                                                                        
|   | During the year ended January 31, 2008, the Company
      acquired certain patents and intellectual property from a company
      indirectly owned by a director of the Company (Notes 4 and 5).                                                                       
|   |                                                                                                                                                                                                                                                                        
|   | Included in accounts payable and accrued liabilities
      balance at January 31, 2009 are amounts of $26,868 (2008 - $NIL) due to
      related parties. These amounts are unsecured, bear no interest and are
      repayable on demand.                             
|   |                                                                                                                                                                                                                                                                        
|   | All related party transactions are measured at the
      exchange amount which is the consideration agreed to between the related
      parties except for the assets acquired as described in Note
  5.                                                               

F-12

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

|7. | Common Stock                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | On December 23, 2008, the Company authorized a 40 to 1
      reverse stock split which became effective for trading on February 2,
      2009. All share and per share information in these financial statements
      has been adjusted to reflect the reverse stock split on a retroactive
      basis.                                                  
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | On February 15, 2007 the Company issued 525,000 shares of
      its common stock in exchange for the acquisition of intellectual property.
      In connection with the closing of the Agreement, the Company cancelled
      1,333,000 shares of its common stock (Note 5).                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | On February 15, 2007, the Company completed a private
      placement of 12,500 shares for gross proceeds of $500,000. Each Unit
      consists of one common share and one common share purchase warrant. Each
      common share purchase warrant is exercisable into one common share at a
      price of $50 per warrant share until February 15, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | On June 21, 2007, the Company completed a private
      placement of 15,000 shares for gross proceeds of $600,000. Each Unit
      consists of one common share and one common share purchase warrant. Each
      common share purchase warrant is exercisable into one common share at a
      price of $50 per warrant share until June 21, 2009.        
|   |                                                                                                                                                                                                                                                                                                                                                            
|8. | Warrants                                                                                                                                                                                                                                                                                                                                                   

| | Balance, January 31, 2007 |  | -      | 
| | ------------------------- |  | ------ | 
| | Issued                    |  | 27,500 | 
| | Balance, January 31, 2008 |  | 27,500 | 
| | Issued                    |  | -      | 
| | Balance, January 31, 2009 |  | 27,500 | 

The weighted average exercise price of
the outstanding warrants is $50.00 (2008 - $50.00) . A total of 12,500 warrants
expire on February 15, 2009 and 15,000 warrants expire on June 21, 2009.

|9. | Stock Options                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                             
|   | The following are the assumptions used for the
      Black-Scholes option pricing model to record the fair value of the stock
      options:
|   |                                                                                                                                             
|   | (a)                                                                                                                                         
|   | (b)                                                                                                                                         
|   | (c)                                                                                                                                         
|   | (d)                                                                                                                                         
|   | (e)                                                                                                                                         

On May 11, 2007 the Company adopted a
stock option plan (the Plan) and granted 22,250 stock options to officers,
employees and consultants, exercisable at $30.40 per share for a period of five
years. The Company recognizes stock-based compensation costs on a straight-line
basis over the requisite service period of the award, which is the option
vesting term. The options vest at a rate of 20% every six months, commencing
November 10, 2007. The fair value of these options at the date of grant was
estimated to be $575,656 using the Black-Scholes option pricing model with an
expected life of 5 years, a risk free interest rate of 4.75%, a dividend yield
of 0%, and expected volatility of 123%.

During the year ended January 31, 2009,
18,250 options previously granted to officers, employees and consultants of the
Company expired. None of these options were exercised during the year.

F-13

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2009                          

During the year ended January 31, 2009,
$193,368 in stock based compensation expense was recognized (2008 - $115,131) in
relation to the vested stock options and $32,771 of total unrecognized
compensation costs related to the unvested options.

During the year ended January 31, 2009,
stock-based compensation expense has been allocated to the following
accounts:

| |                                 |   | 2009    |  |   | 2008    | 
| | ------------------------------- | - | ------- |  | - | ------- | 
| | General and administrative      | $ | 71,237  |  | $ | 50,451  | 
| | Management fees                 |   | 20,698  |  |   | 10,349  | 
| | Research and development        |   | 101,433 |  |   | 54,331  | 
| | Balance, January
      31, 2009 | $ | 193,368 |  | $ | 115,131 | 

As of January 31, 2009, 22,250 options
have been granted, 2,400 options have vested, 18,250 options have expired and no
options have been exercised.

The weighted average fair value of
stock options granted during the year ended January 31, 2008 was $26.00.

|10. | Income Taxes                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                     
|    | The Company is subject to United States federal and state
      income taxes at an approximate rate of 34%. The reconciliation of the
      provision for income taxes at the United States federal statutory rate
      compared to the Companys income tax expense as reported is as
    follows:

| |                                  |   | 2009     |   |   | 2008     |  
| | -------------------------------- | - | -------- | - | - | -------- | -
| | Loss before income taxes         | $ | (534,418 | ) | $ | (919,049 | )
| | Income tax rate                  |   | 34%      |   |   | 34%      |  
| | Income tax (recovery)            |   | (181,702 | ) |   | (312,477 | )
| | Non-deductible items             |   | 33,058   |   |   | 39,201   |  
| | Valuation allowance change       |   | 148,644  |   |   | 273,276  |  
| | Provision for
      income taxes | $ |         |   | $ |         |  

The significant components of deferred
income tax assets and liabilities at January 31, 2009 are as follows:

| | Net operating loss carryforward | $ | 419,640  |   | $ | 271,000  |  
| | ------------------------------- | - | -------- | - | - | -------- | -
| | Valuation
      allowance       |   | (419,640 | ) |   | (271,000 | )
| | Net deferred income tax asset   | $ |          |   |   |          |  
| |                                 |   |         |   | $ |         |  

|    | The amount taken into income as deferred income tax
      assets must reflect that portion of the income tax loss carry forwards
      that is more likely-than-not to be realized from future operations. The
      Company has chosen to provide a full valuation allowance against all
      available income tax loss carry forwards, regardless of their time of
      expiry. The net increase in the valuation allowance during the year ended
      January 31, 2009 was $148,640.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | During the year ended January 31, 2009, the Company did
      not recognize any interest and penalties. Due to the potential offset of
      the Companys operating loss carryforward for any future activity, the
      amount attributed to interest and penalties would be immaterial.                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | At January 31, 2009, the Company has net operating loss
      carryforwards, which expire commencing in 2028, of approximately
      $1,121,000. The potential tax benefit of these losses may be limited due
      to certain change in ownership provisions under Section 382 of the
      Internal Revenue Code (IRS) and similar state provisions.                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On February 4, 2009, the Company increased the authorized
      number of shares of common stock from 11,625,000 shares to 100,000,000
      shares with a par value of $0.001 per share. The Company also authorized
      the issuance of up to 100,000,000 shares of preferred stock without
      specified rights, par value of $0.001 per share.                                                                                                                                    

F-14

---

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

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the fiscal year ended January 31, 2009.

|Item 9A(T). | Controls and Procedures
|----------- | -----------------------

Managements Report on Disclosure Controls and
Procedures

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

As of January 31, 2009, 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, 2009.

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

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

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

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, 2009. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
January 31, 2009, our internal control over financial reporting is not effective
in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with US generally accepted accounting principles. Our management
reviewed the results of their assessment with the Audit Committee of our Board
of Directors.

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

Inherent limitations on effectiveness of
controls

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

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended January 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

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

None.

PART III

|Item 10. | Directors, Executive Officers and Corporate
      Governance
|-------- | ------------------------------------------------------------

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

24

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Name
    Position Held
      with the Company
    Age
    Date First Elected or
      AppointedGarth Likes
    Director President and Chief
      Executive Officer
    55
    February 15, 2007


Business Experience

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

Garth Likes, President, Chief Executive Officer and
Director

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

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

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                    
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding, excluding traffic violations and other
      minor offences;                                                      

25

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|3. | being subject to any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|4. | being found by a court of competent jurisdiction in a
      civil action, the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.              

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

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

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

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


Code of Ethics

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

Audit Committee and Audit Committee Financial Expert

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

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

26

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Board and Committee Meetings

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

|Item 11. | Executive Compensation
|-------- | ----------------------

The particulars of the compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                 
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended January 31, 2009 and 2008; 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, 2009 and 2008,

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

SUMMARY COMPENSATION
      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 sa-tion ($)
    Total ($)Garth Likes President, Chief
      Executive Officer and Director
    2009 2008
    Nil 
      Nil
    Nil Nil
    Nil Nil
    Nil 
    27,170
    Nil Nil
    Nil Nil
    124,434 
      122,015
    124,434 149,185Christian Petzelt(1)Former Chief Scientific Officer and Director
    2009 
    2008
    Nil 
Nil
    Nil 
    Nil
    Nil 
    Nil
    Nil 27,170
    Nil 
    Nil
    Nil 
    Nil
    16,796 
      32,536
    16,796 59,706


(1) On October 1, 2008, Christian Petzelt resigned as chief
scientific officer and as a director of our company.

27

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Employment Contracts and Termination of Employment and
Change in Control Arrangements

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

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

In February of 2007, we entered into a written consulting
agreement with Professor Christian Petzelt, our Chief Scientific Officer. Under
the terms of this agreement, we agreed to pay Professor Petzelt a consulting fee
of approximately CDN$3,000 per month for a period of two years. We also agreed
to pay a consulting fee to a company called Bioxen Ltd., of CDN$8,250 for a
period of two years. On October 1, 2008, Christian Petzelt resigned as chief
scientific officer and as a director of our company and the Bioxen consulting
agreement was also cancelled at the same date.

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, 2009.

28

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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
    2,400
    1,600
    Nil
    US $30.40
    May 11, 2012
    Nil
    Nil
    Nil
    Nil


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

Except as disclosed below, there were no options exercised, by
any named executive officers during the years ended January 31, 2009.

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.

DIRECTOR COMPENSATIONName
    Fees
      
      Earned or Paid in Cash ($)
    Stock
      
      Awards ($)(1)
    Option 
      Awards
      ($)(1)(2)
    Non-Equity
      
      Incentive Plan Compensation ($)
    Change in 
      Pension
      Value and Nonqualified Deferred Compensation Earnings
      ($)
    All
      
      Other Compensation ($)
    Total 
    ($)Lennie Ryer(1)
    3,687
    nil
    nil
    nil
    nil
    nil
    3,687Luc Mainville(2)
    3,687
    nil
    nil
    nil
    nil
    nil
    3,687Geoffrey Galley(3)
    nil
    nil
    nil
    nil
    nil
    nil
    nil


29

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| | (1) | On May 31, 2008, Lennie Ryer resigned as a director of
      our company.       
| | --- | --------------------------------------------------------------------------------
| | (2) | On June 5, 2008, Luc Mainville resigned as a director of
      our company.     
| | (3) | On October 1, 2008, Geoffrey Galley resigned as a
      director of our company.

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.

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

The following table sets forth, as of May 12, 2009, 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
    122,500(2)
    12.38%Directors and Executive Officers as a
      Group(1)
    122,500
    12.38%


| | (1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on May 12, 2009. As of May 12, 2009, there were
      989,600 shares of our companys common stock issued and
  outstanding.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (2) | Includes options to acquire an aggregate of 3,200 shares
      of common stock exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

30

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|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, 2009, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

A former director of the Company received a monthly management
consulting fee of CDN$3,000, totaling $16,796 (2008 - $32,536) for the year
ended January 31, 2009, which has been recorded as research and development.

The President of the Company received a monthly management
consulting fee of CDN$11,250 totaling $124,434 (2008 - $122,015) for the year
ended January 31, 2009, of which $62,217 has been recorded as management fees
and $62,217 as research and development.

A Company indirectly owned by a former director of the Company
received a monthly management consulting fee of CDN $8,250 totaling $60,835
(2008  $89,476) for the year ended January 31, 2009, which has been recorded as
research and development.

During the current year, the Company paid $7,374 (2008 -
$10,374) in consulting fees to directors of the Company which has been recorded
as general and administrative expenses.

During the year ended January 31, 2008, the Company acquired
certain patents and intellectual property from a company indirectly owned by a
director of the Company (Notes 4 and 5).

Included in accounts payable and accrued liabilities balance at
January 31, 2009 are amounts of $26,868 (2008 -$NIL) due to related parties.
These amounts are unsecured, bear no interest and are repayable on demand.

Director Independence

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

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, 2009 and for fiscal year ended January 31, 2008
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year EndedJanuary 31, 2009
    January 31, 2008Audit Fees
    $20,000 (estimate)
    $20,000


31

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Audit Related Fees
    15,500
    15,750Tax Fees
    3,000
    2,500All Other Fees
    Nil
    NilTotal
    $38,5000
    $38,250


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

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

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                            
|3.1(2)  | Articles of Incorporation                                                                                                                                                                              
|3.2(1)  | Bylaws                                                                                                                                                                                                 
|10.1(3) | Asset Purchase Agreement dated
      February 1, 2007 with Christian Petzelt                                                                                                                           
|10.2(4) | Asset Purchase Agreement dated April 10, 2007 with
      Bioxen Ltd.                                                                                                                                   
|10.3(5) | Consulting Agreement dated February
      15, 2007 with Garth Likes                                                                                                                                    
|10.4(6) | Form of Stock Option Agreement                                                                                                                                                                         
|31.1*   | Certification
      of Principal Executive Officer and Principal Financial Officer filed pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|32.1*   | Certification of Principal
      Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002

|* Filed herewith
|----------------
|(1)             
|(2)             
|(3)             
|(4)             
|(5)             
|(6)             

33

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SIGNATURES

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

|                    | CYPLASIN BIOMEDICAL LTD.                                           
|------------------- | -------------------------------------------------------------------
|                    | (Registrant)                                                       
|Dated: May 21, 2009 |                                                                    
|                    |                                                                    
|                    | /s/ Garth
      Likes                                              
|                    | Garth Likes                                                        
|                    | President, Chief Executive Officer and Director                    
|                    | (Principal Executive Officer, Principal
      Financial Officer and
|                    | Principal Accounting Officer)                                      

34

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