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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 endedJanuary 31,
2010

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

For the transition period from [   ] to [  
]

Commission file number 000-52057

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

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

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

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

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

N/A(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.

  Yes [   ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the ActYes [   ]    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.

5,200,376 as of May 14, 2010

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                                                         | 21
|               |                                                                                                                          |   
|Item
      8.  | Financial
      Statements and Supplementary Data                                                                        | 21
|               |                                                                                                                          |   
|Item
      9.  | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                         | 28
|               |                                                                                                                          |   
|Item
      9A. | Controls
      and Procedures                                                                                            | 28
|               |                                                                                                                          |   
|Item
      9B. | Other
      Information                                                                                                  | 29
|               |                                                                                                                          |   
|Item
      10. | Directors,
      Executive Officers and Corporate Governance                                                             | 29
|               |                                                                                                                          |   
|Item
      11. | Executive
      Compensation                                                                                             | 32
|               |                                                                                                                          |   
|Item
      12. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 34
|               |                                                                                                                          |   
|Item
      13. | Certain
      Relationships and Related Transactions, and Director Independence                                          | 34
|               |                                                                                                                          |   
|Item
      14. | Principal
      Accounting Fees and Services                                                                             | 35
|               |                                                                                                                          |   
|Item
      15. | Exhibits,
      Financial Statement Schedules                                                                            | 36

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PART I

Item 1.        Business

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

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

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

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

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

General Overview

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

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

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

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

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

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

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

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

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

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

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

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Our Current Business

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

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

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

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

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

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

Research and development

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

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

Intellectual property

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

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

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

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

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

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

Employees

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

Customers

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

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

Suppliers

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

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

Competition

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

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

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

Government regulation

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

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

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

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Item 1A.      Risk Factors

GENERAL STATEMENT ABOUT RISKS

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

RISKS RELATED TO OUR BUSINESS

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

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

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

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

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

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

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

9

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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 450 sq. feet at a cost of $542.16 per month for our use of these
premises. We believe that our current lease arrangements provide adequate pace
for our foreseeable future needs.

Item 3.        Legal
Proceedings

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

Item 4.       (Removed and Reserved)

PART II

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

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

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

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


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

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

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

14

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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, 2010 (post split):

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


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

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

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

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

Item
6.        Selected Financial Data

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

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

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

15

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

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

Purchase of Significant Equipment

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

Personnel Plan

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

Results of Operations

For the Year Ending January 31, 2010 and 2009

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

Expenses

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

| |                            |   | Year Ended | 
| | -------------------------- | - | ---------- | 
| |                            |   | January 31 | 
| |                            |   | 2010       | 
| | General and administrative | $ | 134,455    | 
| |                            |   |            | 
| | Management fees            | $ | 87,479     | 
| |                            |   |            | 
| | Research and development   | $ | 87,479     | 
| |                            |   |            | 
| | Travel                     | $ | 826        | 

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

16

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Revenue

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

Equity Compensation

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

Liquidity and Financial Condition

Working Capital

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

Cash Flows

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

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

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

Future Financings

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

17

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

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

Cash Requirements

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

Operating 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, 2010, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

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

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

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

Contractual Obligations

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

18

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Going Concern

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Equipment

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

Long-Lived Assets

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

19

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Research and Development

Research and product development costs are expensed as
incurred.

Other Comprehensive Income

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

Income Taxes

The Company uses the assets and liability method of accounting
for income taxes. Under this method, deferred income tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

The Company accounts for uncertainty in income taxes by
prescribing the recognition threshold that a tax position is required to meet
before any part of the benefit of that position may be recognized in the
financial statements.

Basic and Diluted Loss per Share

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

Financial Instruments and Risk Management

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

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

Foreign Currency Translation

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

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

20

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Stock-Based Compensation

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

Recent Accounting Pronouncements

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

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

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

Item 7A.      Quantitative and
Qualitative Disclosures About Market Risk

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

Item 8.        Financial
Statements and Supplementary Data

21

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

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

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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

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

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

/s/ DMCL

DALE MATHESON CARR-HILTON
  LABONTE LLP 
  Chartered Accountants

Vancouver, Canada May 14, 2010

F-1

---

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

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

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

F-2

---

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

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

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

F-3

---

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

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


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

F-4

---

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

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

Supplemental Cash Flow Information  Note 13

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

F-5

---

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

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Cyplasin Biomedical, Ltd. (the Company) was
      incorporated in the state of Nevada on November 25, 2004 and is a
      development stage company. The Companys shares are quoted on the
      OTC-BB.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Pursuant to Asset Purchase Agreements (Note 4), the
      Company had acquired intellectual property comprised of patents used in
      the development of cancer treatment technology. During the year ended
      January 31, 2010, the Company wrote-off and sold these patents due to a
      change in focus of the Companys business and acquired licenses for
      patents pertaining to the technology utilized in the prevention and
      treatment of hepatitis C (Note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying consolidated financial statements have
      been prepared on the basis of a going concern, which assumes that the
      Company will be able to meet its obligations and continue its operations
      for its next fiscal year. At January 31, 2010, the Company had not yet
      achieved profitable operations and has accumulated losses of $1,786,867
      (2009 - $1,541,758) since its inception and has a working capital
      deficiency of $65,737 (2009 - $36,830). The continuing operations of the
      Company are dependent upon its ability to raise adequate financing to
      develop its technology for production.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Realization values may be substantially different from
      the carrying values shown on these financial statements. These
      consolidated financial statements do not give effect to adjustments that
      would be necessary to the carrying values and classification of assets and
      liabilities should the Company be unable to continue as a going concern.
      Since internally generated cash flow will not fund development and
      commercialization of the Companys technology, the Company will require
      significant additional financial resources and will be dependent on future
      financings to fund its ongoing operations as well as other working capital
      requirements. The Companys future capital requirements will depend on
      many factors including the rate and extent of progress in its development
      and commercialization program. There can be no assurance that the Company
      will be successful in its efforts to raise additional financing or if
      financing is available, that it will be on terms that are acceptable to
      the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Management is addressing going concern remediation
      through raising additional sources of capital for operations and planned
      commercialization. Managements plans are intended to increase the
      Companys financial stability and to improve the efficiency of continuing
      operations. The Company intends to generate money from future production
      of hepatitis C therapy products and raising funds from investors via
      equity. Management is aware that material uncertainties exist, related to
      current economic conditions, which could cast doubt about the entitys
      ability to continue to finance its activities. It is expected that the
      Company may incur further losses in the development of its business, all
      of which casts reasonable doubt about the Companys ability to continue as
      a going concern.                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | These consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in
      the United States (U.S. GAAP) and are expressed in US dollars. The
      Companys fiscal year end is January 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b) | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | These financial statements include the accounts of the
      Company and its wholly-owned subsidiary, Cyplasin OncoScience Inc. These
      financial statements also include the accounts of Astro Nutrition Inc.
      (Astro), whose results of operations and cash flows for the period from
      February 1, 2007 to February 15, 2007, have been reported on a
      discontinued basis. All significant intercompany transactions and balances
      have been eliminated upon consolidation.                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The preparation of financial statements in conformity
        with U.S. GAAP requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities and the reported amounts of revenues
        and expenses. The Companys actual results could differ from managements
        estimates and assumptions. Significant areas requiring the use of management
        estimates relate to the determination of impairment of intangibles and
        long lived assets, fair value of stock-based transactions, expected tax
        rates for future income tax recoveries and determining the fair values
        of financial statements.

F-6

---

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

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

F-7

---

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

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-8

---

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

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

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

|4. | Patent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Pursuant to an Asset Purchase Agreement, dated February
      1, 2007, the Company acquired a patent, the value of which was deemed to
      be indeterminable. A nominal value of $1 was assigned to the patent, which
      was written-off during the year ended January 31, 2010 due to a change in
      focus of the Companys business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On April 10, 2007, the Company entered into another Asset
      Purchase Agreement with Bioxen Ltd., (Bioxen) a company indirectly owned
      by a former director of the Company, for the purchase of the rights, title
      and interest to certain intellectual property for $100. On August 12,
      2009, the Company entered into an Asset Purchase Agreement (the Bioxen
      Asset Purchase Agreement) whereby Bioxen purchased the rights, title and
      interest to the intellectual property from the Company. As consideration,
      Bioxen is obligated to pay the Company $69,335 (50,000 EUR), within 5 days
      of completion of a corporate financing in a minimum amount of 500,000 EUR,
      which is recorded as a receivable at January 31, 2010. The Company
      recorded a gain of $70,025 on the sale of the intellectual property, net
      of foreign exchange losses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In addition, Bioxen will pay the Company a 0.5% royalty,
      calculated on all gross revenue of licensed products sold by Bioxen, to a
      maximum payment of $3,000,000. At January 31, 2010, the Company has
      recorded $Nil in royalties receivable from Bioxen. In conjunction with the
      Bioxen Asset Purchase Agreement, a director of Bioxen was obligated to
      enter into a subscription agreement for the purchase of 118,000 shares of
      common stock of the Company at a price of $0.17 for total proceeds of
      $20,060 which was completed during the current year.                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Licenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective December 29, 2009, the Company entered into an
      Asset Assignment Agreement with C-Virionics Corporation (C-Virionics)
      whereby the Company acquired certain licenses to patents used in the
      development of vaccination for prevention and treatment of hepatitis C. In
      consideration, the Company paid $97,291 in royalty and other costs on
      behalf of C-Virionics and is obligated to issue 3,680,000 shares of common
      stock with a fair value of $625,600 which has been recorded in obligation
      to issue shares at January 31, 2010.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The licenses to patents are licensed from the Unites
      States Public Health Service (PHS), to which the Company is obligated to
      make the following royalty payments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | a) | $5,000 annually commencing January 1, 2010;
| | -- | -------------------------------------------
| | b) | 5% on net sales; and                       
| | c) | Benchmark royalties of:                    
| |    | –                                          
| |    | –                                          
| |    | –                                          
| |    | –                                          
| |    | –                                          

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

F-9

---

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

|   | At January 31, 2010, the Company has recorded a royalty
      payable of $17,536 in accounts payable and accrued liabilities.                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | A former director of the Company received a monthly
      management consulting fee of $Nil (2009 - CDN$3,000), totaling $Nil (2009
      - $16,796) for the year ended January 31, 2010, which has been recorded as
      research and development.                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The President of the Company received a monthly
      management consulting fee of CDN$11,250 totaling $119,962 (2009 -
      $124,434) for the year ended January 31, 2010, of which $59,981 (2009 -
      $62,217) has been recorded as management fees and $59,981 (2009 - $62,217)
      as research and development.                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | A Company indirectly owned by a former director of the
      Company received a monthly management consulting fee of $Nil (2009 - CDN
      $8,250) totaling $Nil (2009  $60,835) for the year ended January 31,
      2010, which has been recorded as research and development.                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended January 31, 2010, the Company paid
      $Nil (2008 - $7,374) in consulting fees to directors of the Company which
      has been recorded as general and administrative expenses.                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended January 31, 2010, the Company
      settled debt with a director of the Company in the amount of $28,586 (2009
      - $Nil) through the issuance of shares of common stock with a fair value
      of $33,480 (Note 8) and realized a loss on settlement of debt in the
      amount of $4,894.                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Included in accounts payable and accrued liabilities
      balance at January 31, 2010 are amounts of $18,854 (2009 - $26,868) due to
      related parties. These amounts are unsecured, bear no interest and are
      repayable on demand.                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | All related party transactions are measured at the
      exchange amount which is the consideration agreed to between the related
      parties.                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7. | Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On December 31, 2010, the Company received a $10,000 loan
      from a shareholder. The loan is non-interest bearing, unsecured and
      repayable upon demand. Subsequent to January 31, 2010, the Company repaid
      $5,000 and borrowed an additional $15,000 (Note 14).                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended January 31, 2010, the Company
      amended the articles of incorporation to increase the authorized common
      stock to 100,000,000 shares, with a par value of $0.001 and authorize the
      issuance of up to 100,000,000 shares of preferred stock, with a par value
      of $0.001. The preferred shares entitle the holder to payment as a
      preferred creditor in the case of corporate default.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended January 31, 2010, the Company
      issued the following shares:                                                                                                                                                                                                                                                                                                                                               

| | a) | 1,725,000 shares of common stock for gross proceeds of
      $86,700 upon completion of a private placement. Pursuant to a finders fee
      agreement (Note 11), the Company paid finders fees of $69,962, of which
      $12,698 is recorded in accounts payable and accrued liabilities and issued
      320,000 finders shares with a fair value of $32,000.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                    
| | b) | 400,000 shares of common stock with a fair value of
      $40,000 for consulting fees, which has been recorded in general and
      administrative expenses.                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                    
| | b) | 669,600 shares of common stock at $0.05 per share, for
      the conversion of debt in the amount of $33,480.                                                                                                                                                                                                                                                      

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

F-10

---

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

|9.  | Warrants                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                           
|    | At January 31, 2009, the Company had 27,500 outstanding
      warrants, of which 12,500 were to expire on February 15, 2009 and 15,000
      to expire on June 21, 2009. During the year ended January 31, 2010, these
      warrants expired unexercised.
|    |                                                                                                                                                                                                                                                           
|10. | Stock Options                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                           
|    | The following are the assumptions used for the
      Black-Scholes option pricing model to record the fair value of the stock
      options:                                                                                                              

| | a) | The Company calculated volatility for stock options and
      awards using historical volatility.                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | The Company used a 0% forfeiture rate and the Company
      does not consider forfeitures to be material.                                          
| | c) | The Company has not, and does not intend to, issue
      dividends, therefore, the dividend yield assumption is 0%.                                
| | d) | The risk-free rate for the expected term of the stock
      options is based on the U.S. Treasury yield curve in effect at the time of
      grant.

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

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

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

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

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


F-11

---

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

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

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

|11. | Commitments
|--- | -----------
|    |            
|    | a)         
|    |            
|    | b)         
|    |            
|    |            

F-12

---

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

|12. | Income Taxes                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                    
|    | The Company is subject to United States federal and state
      income taxes at an approximate rate of 35% (2009  34%). The
      reconciliation of the provision for income taxes at the United States
      federal statutory rate compared to the Companys income tax expense as
      reported is as follows:

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

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

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

|    | At January 31, 2010, the Company has non-capital loss
      carry-forwards, which expire commencing in 2028, of approximately
      $1,310,000. The Company is required to compute the deferred tax benefits
      from non-capital loss carry-forwards. However, due to the uncertainty of
      realization of these loss carry-forwards, a full valuation allowance has
      been provided against this deferred tax asset.                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Company performed a review of its portfolio of
      uncertain tax positions which is represented by the Companys expected
      treatment of a tax position taken in a filed tax return or planned to be
      taken in a future tax return, that has not been reflected in measuring
      income tax expense for financial reporting purposes. As a result of this
      review, the Company did not have any uncertain tax positions that would
      require additional liabilities or which such classification would be
      required. The amount of unrecognized tax positions did not change and
      management does not believe there will be any material changes in its
      unrecognized tax positions over the next twelve months.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13. | Supplemental cash flow
information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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

| | Finders fee shares (Note 8)                                                                 |  | 32,000 |  |  | 32,000 |  |  |  | 
| | -------------------------------------------------------------------------------------------- |  | ------ |  |  | ------ |  |  | - | 
| | Finders
        fees recorded in accounts payable and 
        accrued liabilities (Note 8) |  | 12,698 |  |  | 12,698 |  |  |  | 

F-13

---

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

|14. | Subsequent events                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|    | The Company has evaluated subsequent events through the
      date of filing, and the following events have been identified:
|    |                                                                                                                             
|    | a)                                                                                                                          
|    |                                                                                                                             
|    | b)                                                                                                                          
|    |                                                                                                                             
|    | c)                                                                                                                          

F-14

---

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

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

Item 9A(T). Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

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

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

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

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

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

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

28

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Managements Report on Internal Control over Financial
Reporting

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

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

Inherent limitations on effectiveness of controls

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

Changes in Internal Control over Financial Reporting

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

Item 9B.    Other Information

None.

PART III

Item 10.    Directors, Executive Officers and
Corporate Governance

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

29

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

Name
    Position Held
      with the Company
    Age
    Date First
      Elected or AppointedGarth Likes
    Director President and Chief
      Executive Officer
    56
    February 15, 2007


Business Experience

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

Garth Likes, President, Chief Executive Officer and
Director

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

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

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

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

30

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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.

31

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

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

SUMMARY COMPENSATION TABLEName and Principal Position
      Year
      Salary ($)
      Bonus ($)
      Stock
        Awards ($)
      Option
        Awards ($)
      Non- Equity
        Incentive Plan Compensa-tion
        ($)
      Change in Pension
        Value and Nonqualified Deferred **Compensation**Earnings ($)
      All
        Other Compen- sation ($)
      Total ($)Garth Likes 
        President, Chief 
        Executive 
        Officer and 
        Director
      2010 
        2009
      119,962 
        124,434
      Nil 
        Nil
      Nil 
        Nil
      13,600 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      133,562 
        124,434


Employment Contracts and Termination of Employment and
Change in Control Arrangements

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

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

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

32

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

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

Stock Option Grants to our Named Executive Officers

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

Outstanding Equity Awards at Fiscal Year End

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

Options
        Awards
      Stock
        AwardsName
      Number of Securities UnderlyingUnexercisedOptions (#) Exercisable
      Number of Securities **Underlying**
        **Unexercised** Options (#)
        **Unexercisable**
      Equity
        Incentive Plan Awards: **Number
        of**Securities **Underlying** **Unexercised** Unearned Options
        (#)
      Option Exercise Price
        ($)
      Option Expiration Date
      Number of Shares or Units of
        Stock ThatHave Not Vested (#)
      Market Value of Shares or Units
        of **Stock That**Have Not Vested
        ($)
      Equity
        Incentive Plan Awards: Number
        of Unearned Shares, Units or Other **Rights That** Have Not Vested (#)
      Equity Incentive
        Plan Awards: Market or Payout
        Value of **Unearned** Shares,
        Units or Other **Rights That**
        Have Not Vested ($)Garth Likes 
        President, 
        Chief 
        Executive 
        Officer and 
        Director
      4,000 
        100,000
      Nil 
        400,000
      Nil 
        Nil
      US $30.40 
        US$0.18
      May 11, 
        2012 
        January 31, 
        2015
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


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

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

Compensation of Directors

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

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.

33

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

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

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

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

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership
      Percentage of
      Class(1)Garth Likes 9650  20 Avenue
      Edmonton, AB T6N 1G1
    896,100 (2)
    20.56%Directors and Executive Officers as a
      Group(1)
    896,100
    20.56%


| | (1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on May 14, 2010. As of May 14, 2010, there were
      5,200,376 shares of our companys common stock issued and
    outstanding.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (2) | Includes options to acquire an aggregate of 104,000
      shares of common stock exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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

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

Director Independence

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

34

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

Item 14.    Principal Accounting Fees and
Services

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

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


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

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

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

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

35

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

PART IV

Item 15.    Exhibits, Financial Statement
Schedules

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

Exhibits required by Item 601 of Regulation S-K

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

* Filed herewith

|(1) | Incorporated by reference from our Registration Statement
      on Form SB-2 filed on May 5, 2005    
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|(2) | Incorporated by reference from our Registration Statement
      on Form SB-2/a filed on July 29, 2005
|    |                                                                                                      
|(3) | Incorporated by reference from our Form 8-K Current
      Report filed on February 5, 2007           
|    |                                                                                                      
|(4) | Incorporated by reference from our Form 8-K Current
      Report filed on April 13, 2007             
|    |                                                                                                      
|(5) | Incorporated by reference from our Form 10-KSB filed on
      May 1, 2007                            
|    |                                                                                                      
|(6) | Incorporated by reference from our Form 8-K Current
      Report filed on July 3, 2007               

36

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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 17, 2010 | /s/
      Garth Likes                                              
|                    | Garth Likes                                                        
|                    | President, Chief Executive Officer and Director                    
|                    | (Principal Executive Officer, Principal
      Financial Officer and
|                    | Principal Accounting Officer)                                      

37

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