---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934For the fiscal year ended: December 31, 2006

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to ___________

Commission File Number: 000-52360

IMVISION THERAPEUTICS INC.(Name of small business issuer in its charter)

|NEVADA                                           | Applied for                         
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Feodor-Lynen Strasse 5, Hanover, Germany         | 30625                               
|(Address of principal executive offices)         | (Zip Code)                          

Issuers telephone
number:               
 +49 511 53 88 96-76

Securities registered under Section 12(b) of the Exchange
Act:

Title of each
className of each exchange on which registered

Not
Applicable                                                                                      
Not
Applicable

Securities registered under Section 12(g) of the Exchange
Act:Common Stock, $0.001 par value(Title of class)

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
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-KSB or any amendment to this Form 10-KSB. [   ]

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

State issuers revenues for its most recent fiscal year.
$149,578

---

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.) $2,093,750 as
at March 19, 2007

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 35,975,000
shares of common stock as of March 19, 2007.

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

---

IMVISON THERAPEUTICS INC.

Annual report On Form 10-KSB For The Year Ended
December 31, 2006

INDEX

|PART I                         | 1       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|PART II FINANCIAL INFORMATION | 27      
|                               | Item 5. 
|                               | Item 6. 
|                               | Item 7. 
|                               | Item 8. 
|                               | Item 8A.
|                               | Item 8B.
|PART III                       | 37      
|                               | Item 9. 
|                               | Item 10.
|                               | Item 11.
|                               | Item 12.
|                               | Item 13.
|                               | Item 14.

i

---

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding our capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding our ability
to receive regulatory approval for the sale and marketing of our MAT
immunotherapeutics and to successfully achieve commercialization of our MAT
immunotherapeutics, our ability to successfully market our MAT
immunotherapeutics, our ability to continue development and upgrades to the MAT
immunotherapeutics technology, competition from competitors, availability of
funds, government regulations, common share prices, operating costs, capital
costs and other factors. Forward-looking statements are made, without
limitation, in relation to our operating plans, our liquidity and financial
condition, availability of funds, operating costs and the market in which we
compete. Any statements contained herein that are not statements of historical
facts may be deemed to be forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as may, will,
should, expect, plan, intend, anticipate, believe, estimate,
predict, potential or continue, the negative of such terms or other
comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined in our registration statement on Form SB-2, filed originally with
the Securities and Exchange Commission (the SEC) on September 1, 2006, as
amended, this annual report on Form 10-KSB, and, from time to time, in other
reports we file with the SEC. These factors may cause our actual results to
differ materially from any forward-looking statement. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.

ii

---

PART I

Item
1.              
 Description of Business

Overview

We conduct our business operations through our German
subsidiary, ImVisioN GmbH. ImVisioN GmbH was formed as a limited liability
company under the laws of Germany on January 28, 2005. We own all of the
outstanding capital of ImVisioN GmbH.

We are focused on the development of novel immunotherapeutics
based on our proprietary Modular-Antigen-Transporter (MAT) technology platform
to treat allergic diseases. Immunotherapeutics are drugs that stimulate the
bodys immune system in a way that strengthens the bodys immune system.

Our lead product is IVN201, which is a MAT molecule that we
have targeted for the treatment of allergic reactions to cat dander. We are also
investigating product candidates that are MAT molecules for the treatment of
allergic reactions to birch pollen and dust mites. These candidates are referred
to by us as Birch-MAT and Mite-MAT, respectively. Our product candidates are all
presently in the preclinical phase of development. We are seeking to raise
financing in order to complete the preclinical development and to start clinical
testing of our IVN201 product candidate and to continue the preclinical research
of our other MAT product candidates.

Our product candidates are proprietary MAT protein molecules
that are made up of three functionally different modules:

- A translocation module which enables the MAT molecule to pass through the
  cell membrane and to get into antigen-presenting cells (APC) that are an
  essential component of the human immune system. These cells are the critical
  cells of the immune response responsible for processing of allergy causing
  molecules, known as allergens, and for the stimulation of a specific immune
  response to such allergen;
- A targeting module, which directs the processing of the MAT molecule within
  the antigen- presenting cell and which improves the presentation of the
  allergen and its components to the immune system thereby inducing an efficient
  protective immune response; and
- A module containing the allergen to which the patient is allergic which
  determines the specificity of the induced immune response.

Our concept for immunotherapy employs the novel approach of
administration of the MAT molecules into the lymph nodes of the human body in
order to increase the presentation of allergens to the immune system and
initiate a highly efficient immune response. Our objective is to establish that
a combination of these elements in one MAT molecule combined with intralymphatic
administration will enable an effective and specific therapy of a variety of
allergic diseases based on an increased antigen presentation to the immune
system.

Our MAT technology is the subject of a patent which is granted
in the European Union (the EU) and a patent application that we have filed in
other countries including the United States. We have obtained an exclusive
license to patents claiming the intralymphatic administration of allergens. Our
obligations under this license agreement require us to make milestone and
royalty payments to the patent owner.

We have not completed the development of any of our products to
date. We must complete preclinical testing and clinical trials of our product
candidates in order to establish that our product candidates are effective and
safe. Our plans for product development for the next twelve months include:

- 1 -

---

| | • | Completion of preclinical development of our IVN201
      product candidate, which will include completion of the following
      activities:          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        
| |   | •                                                                                                                                                      
| |   |                                                                                                                                                        
| |   | •                                                                                                                                                      
| |   |                                                                                                                                                        
| |   | •                                                                                                                                                      
| |   |                                                                                                                                                        
| |   | •                                                                                                                                                      
| |   |                                                                                                                                                        
| |   | the start of Phase I/IIa clinical testing in order to
      demonstrate preliminary therapeutic efficacy in allergic patients
      (proof-of-concept);
| |   |                                                                                                                                                        
| | • | additional preclinical testing of our Birch-MAT product
      candidate; and                                                                           
| |   |                                                                                                                                                        
| | • | additional preclinical testing of our Mite-MAT product
      candidate.                                                                                

Substantial additional clinical trials of our products will be
required before we are able to establish that any of our product candidates are
effective and safe. This additional development work will require that we obtain
additional financing.

We must complete preclinical testing and clinical trials of our
product candidates in order to establish that our product candidates are
effective and safe. We are subject to government regulation by the United States
Food and Drug Administration (the FDA), the European Agency for the Evaluation
of Medicinal Products (the EMEA) and other national regulatory authorities at
each stage of the research and development of our product candidates. In the
event that our preclinical testing and clinical trials are successful, we will
not be able to market any of our products for sale until such time as we have
received approval from the FDA, EMEA and other national regulatory authorities.
Due to this research and development phase, we do not anticipate achieving
revenues from sales of our MAT products during the next three years. Further,
there is no assurance that we will successfully complete development and
commercialization of our MAT products.

Our Corporate Organization

Incorporation

We were incorporated on June 15, 2006 under the laws of the
state of Nevada.

We conduct our business operations through our German
subsidiary, ImVisioN GmbH. ImVisioN GmbH was formed as a limited liability
company under the laws of Germany on January 28, 2005. We own all of the
outstanding capital of ImVisioN GmbH.

Principal Executive Offices

Our principal executive offices and the offices of ImVisioN
GmbH are located at Feodor-Lynen Strasse 5, 30625 Hanover, Germany.

Web Site

Our web site is located at www.imvision-therapeutics.com.

- 2 -

---

Acquisition of ImVisioN GmbH and the MAT Technology

Development of the MAT Technology

The MAT technology was originally owned by BioVisioN AG, a
Hanover based biotechnology company. BioVisioN AG was founded in 1997 to develop
diagnostic and therapeutics products based on blood peptides for the market of
human medicine. As part of its research and development activities, BioVisioN AG
entered into a cooperative effort with the Swiss Institute of Allergy and Asthma
Research (the SIAF) located in Davos, Switzerland. This collaborative effort
resulted in the achievement in October 2004 of a milestone in the development of
the MAT Technology. This milestone was the achievement of successful results
from the MAT application in ex-vivo patient peripheral blood mononuclear cells
and in animal experiments.

BioVisioN subsequently sold its interest in the MAT technology
to ImVisioN GmbH, which was owned by BioVisioN at the time of transfer.

Organization of ImVisioN GmbH

ImVisioN GmbH was formed as a limited liability company by
BioVisioN in January 2005.

In anticipation of the sale of ImVisioN GmbH by BioVisioN AG to
Nextech Venture LP, as described below, BioVisioN transferred its rights in the
MAT technology to ImVisioN GmbH pursuant to a patent and know-how purchasing
agreement dated March 31, 2005. The rights transferred included all industrial
and intellectual property rights arising from the registration of patent WO
2004/035793 entitled Modular antigen transporter molecules for modulating
immune reactions, associated constructs, methods and uses thereof, as well as
patent EP 1 400 114 A entitled Modular antigen transporter molecules (MAT
molecules) for modulating immune reactions, associated constructs, methods and
uses thereof. The contractual rights included in this transfer included all
rights entitling ImVisioN to use and exploit in any way the registered
invention. The rights were transferred for a nominal cash payment plus the
agreement of ImVisioN GmbH to pay to BioVisioN royalties on product sales and
out-licensing or sales of product rights.

Subsequent to this transfer of technology, BioVisioN AG Hanover
and Nextech Venture LP entered into an Equity Share Purchase Agreement dated
March 31, 2005 whereby Nextech Venture acquired all of the outstanding capital
of ImVisioN GmbH from BioVisioN. Nextech Venture paid Euro 550,000 (equal to
$726,000 based on an exchange rate of $1.32/1.00 EUR) to BioVisioN as
consideration for this acquisition. Nextech Venture was a shareholder of
BioVisioN at this time of this transaction. The capital of ImVisioN GmbH
consisted of €25,000 (equal to $33,000 based on an exchange rate of $1.32/1.00
EUR) at the time of the sale.

Our Acquisition of ImVisioN GmbH

We acquired all of the outstanding capital of ImVisioN GmbH
from Nextech Venture effective June 30, 2006. We issued 20,400,000 shares of our
common stock to Nextech Venture as consideration for all of the outstanding
capital of ImVisioN GmbH. As a result of this transaction, ImVisioN GmbH became
our wholly owned subsidiary and Nextech Venture became our principal
shareholder. Notwithstanding its legal form, our acquisition of ImVisioN GmbH
has been accounted for as a reverse acquisition since the acquisition resulted
in the former owner of ImVisioN GmbH owning the majority of our issued and
outstanding shares. Because we were a newly incorporated company with nominal
net non-monetary assets, we have accounted for the acquisition as an issuance of
stock by us accompanied by a recapitalization. Our financial statements have
been restated to reflect the retroactive application of the share transaction
between us and Nextech Venture. All share information presented in our financial
statements has been restated to reflect the 20,400,000 shares issued by us to
Nextech Venture on June 30, 2006 to acquire all the outstanding capital of
ImVisioN GmbH and reverse acquisition accounting.

- 3 -

---

OUROPERATIONS

In general, we conduct our operations using an outsourcing
model that allows us to access the expertise needed in a broad array of special
functions necessary to complete development of our product candidates, while
remaining a relatively small, flexible and dynamic organization. Our strategy is
to use outsourcing controlled by an in-house team of specialists as a
cost-effective way to access the highest quality of service within the
disciplines needed to advance the development of our product candidates.

Our Offices

Our offices are located in a medical technology park in
Hanover, Germany. Hanover is a university, trade fare and state capital city
that offers an excellent infrastructure for a globally operating company. We
believe that our location provides us with access to well qualified personnel
within the scientific community and to collaboration partners that we require in
order to carry out our business plan and product development.

Our Employees

Our management team is comprised of Dr. Martin Steiner, our
chief executive officer and chief financial officer and one or our directors,
and Prof. Dr. Horst Rose, our chief operating officer and one of our directors.
The biographical experience of each of Dr. Steiner and Prof. Dr. Rose is
presented below under the heading Directors, Executive Officers, Promoters and
Control Persons.

In addition, we have three laboratory employees, one of whom is
a laboratory scientist and two of whom are laboratory technical assistants. Each
of our employees works at the laboratory facilities at our Hanover head
office.

Our Consultants

Our management team is supported and complemented by a team of
experienced professionals who provide us with expertise and support for
research, preclinical and clinical development of our product candidates. The
following individuals provide their expertise to us as our key consultants:

- Prof. Dr. Reto CrameriProf. Dr. Crameri advises us on
  research and preclinical development of our products. Prof. Dr. Crameri is
  Head of the Division of Molecular Allergology at the Swiss Institute of
  Allergy and Asthma Research (SIAF) in Davos, Switzerland, and guest Professor
  for Molecular Immunology at the University of Salzburg, Austria. Prof. Dr.
  Crameri has held this position since 1991. Prof. Dr Crameri performed studies
  of microbiology and biochemistry at the Swiss Federal Institute of Technology
  (ETH) Zurich, Switzerland and held a Senior scientist position at Biogen SA in
  Geneva. Prof. Dr. Crameri was Head of the Swiss Radon Project at the Paul
  Scherrer Institute from 1987 to 1989.Prof. Dr. Crameri is the inventor
  of our MAT technology. Prof. Dr. Crameri provides his services to us pursuant
  to a consultant agreement between ImVisioN GmbH and Productomics.We
  have entered into a consulting agreement with Productomics whereby Prof. Dr
  Crameri provides consulting services to us in consideration of a consulting
  fee calculated on the basis of Euro 1,000 per consulting day (equal to $1,320
  per consulting day based on an exchange rate of $1.32/1.00 EUR). Our original
  arrangement required payment of a fixed fee of Euro 4,000 per month (equal to
  $5,280 per consulting month based on an exchange rate of $1.32/1.00 EUR). This
  original agreement has been amended to change the compensation arrangement
  from a monthly fee to a daily fee. Prof. Dr Crameri has agreed to provide up
  four days of consulting services in each month. Prof. Dr Crameri provides
  support to us with regard to molecular biology,

- 4 -

---

- PD Dr. Thomas KündigDr. Kündig advises us on preclinical
  and clinical development of our products. Dr. Kündig is currently medical
  director of the Clinic for Immunotherapy at the Department of Dermatology at
  the University Hospital Zurich. Dr. Kündig has been employed with the
  University Hospital Zurich since 1995 and has held his current position as
  medical director since 2004. Prior to that Dr Kündig held a post-doctorate
  position at the Department of Medical Biophysics (Prof. T. Mak) at the
  University of Toronto, Canada, from 1992 to 1995 and a post-doctorate position
  at the Institute for Experimental Immunology (Prof. R. Zinkernagel) at the
  University of Zurich from 1989 to 1992. He obtained his M.D. at University of
  Zurich.Dr. Kündig is the inventor of the intralymphatic administration
  of allergens and he has been involved in the founding of several biotechnology
  companies. Dr. Kündig provides his services to us pursuant to a consultant
  agreement between ImVisioN GmbH and SK Research AG.We have entered
  into a consulting agreement with SK Research AG whereby Dr. Kündig provides
  consulting services to us in consideration of a consulting fee calculated on
  the basis of Euro 1,000 per consulting day (equal to $1,320 per consulting day
  based on an exchange rate of $1.32/1.00 EUR). Our original arrangement
  required payment of a fixed fee of Euro 6,000 per month (equal to $7,920 per
  consulting month based on an exchange rate of $1.32/1.00 EUR). This original
  agreement has been amended to change the compensation arrangement from a
  monthly fee to a daily fee. Dr. Kündig has agreed to provide up to six days of
  consulting services in each month. Dr. Kündig provides support to us with
  regard to preclinical and clinical evaluation of our MAT based product
  candidates. We consult with Dr. Kündig on a case by case as we deem
  appropriate based on our need for Dr. Kündigs advice on our research and
  development activities. The term of the agreement is on an ongoing-basis and
  we and Dr. Kündig are each entitled to terminate on one months notice to the
  other.

Our Scientific Advisory Board

We have assembled a scientific advisory board comprised of the
following scientific experts in the fields of immunology, allergology and
preclinical and clinical development of immunotherapeutics.

- Prof. Dr. Reto CrameriSee biography above.
- Dr. Hans GrönlundDr. Grünlund is currently a Postdoctorial
  Fellow at the Allergy and Clinical Immunology Unit, Institute of Medicine at
  the Karolinska Institutet, Stockholm, Sweden. Prior to that, Dr. Grönlund was
  head of the Department of Molecular Immunology, R&D, at Pharmacia
  Diagnostic AB, a world leader in allergy diagnostics company. Dr. Grönlund
  received his Ph.D in Medical Science from the Karolinska Institutet and his
  BSc in Biology from the University of Stockholm.
- Prof. Dr. Ludger KlimekHead of the centre of Rhinologie und
  Allergologie, Wiesbaden, Germany, and Professor for Spezielle Rhinologie,
  Allergologie und Umweltmedizin, Ruprecht-Karls-Universität Heidelberg,
  Germany. Prof. Dr. Klimek is Board member of Ärzteverband Deutscher

- 5 -

---

- PD Dr. Thomas KündigSee biography above.
- Prof. Dr. Andreas PfütznerProf. Dr. Pfützner is the chief
  executive officer of the Institut für Klinische Forschung und Entwicklung
  (Institute for Clinical Research and Development), a clinical research
  organization (CRO) and Professor for Applied Clinical Research at the
  University of Applied Sciences, Rheinbach, Germany. Prof. Dr. Pfützner was
  previously head of Clinical Research Diabetics at Lilly Germany.
- Prof. Dr. Rolf ZinkernagelProf. Dr. Zinkernagel is the Head
  of the Institute for Experimental Immunology at the University of Zurich,
  Switzerland. In 1996, Prof. Dr. Zinkernagel received the Nobel Prize for
  Medicine and Physiology for his discovery of MHC restriction. He is a member
  of the executive board of Novartis and he is engaged in promoting several
  young biotechnology companies. Prof. Dr. Zinkernagel received his M.D. form
  the University of Basel, Switzerland and his Ph.D form the Australian National
  University in Canberra, Australia.

Our scientific advisory board is charged with the mandate of
providing us with scientific advice relating to the review and discussion of
scientific data with our product candidates, our selection of drug candidates,
our clinical development strategies and our research strategies. We pay each
member of our scientific advisory board a consulting fee on a per diem basis.
These consulting fees range from EUR 1000 to EUR 3000 per consulting day (equal
to $1,320 to $3,960 per consulting day based on an exchange rate of $1.32/1.00
EUR). In 2005, we had one formal meeting of our scientific advisory board and in
2006 we had several individual interactions with certain members of our
scientific advisory board .

Our Collaboration Partners

We carry out most of the activities necessary for the research
and development of our product candidates on a fee-for-service basis with
external contractors. We anticipate that we will use external collaborators to
provide services relating to the following activities:

- preclinical development,
- formulation development,
- toxicology studies,
- product manufacturing, and
- the conduct and monitoring of clinical studies.

We have also established relationships with a number of expert
consultants who provide us with advice and support for different functions
including, formulation, safety and toxicology, quality assurance, regulatory
affairs and clinical development. In addition, we work in close collaboration
with our patent attorneys to receive ongoing advice relating to our patents and
patent applications and to monitor the intellectual property of competitors.

- 6 -

---

Digilab BioVisioN Services Agreement

Our principal executive offices are provided to us pursuant to
  a services agreement signed in May 2006 and dated effective February 1, 2006
  with Digilab BioVisioN GmbH. Digilab BioVisioN is the successor to BioVisioN
  which was the original owner of ImVisioN GmbH and which went bankrupt subsequent
  to the sale of ImVisioN GmbH to Nextech Venture. Neither Dr. Steiner, Prof.
  Dr. Rose, Df. Rohmann, Nextech Ventures, nor any of their affiliates is affiliated
  with Digilab BioVisioN.

Under the services agreement, we are provided with office
premises, laboratory equipment and facilities, information technology equipment
and services and staff infrastructure. Information technology equipment and
services include personal computers, telephones, internet access, network
facilities and printers. We pay a fixed amount of 8,500 Euros per month ($11,220
per month based on an exchange rate of $1.32/1.00 EUR) for premises, information
technology and secretarial staff support. We also have the opportunity to
contract with Digilab for further services relating to project management,
handling of patents and expertise regarding production and molecular biology.
These additional services must be agreed upon in advance by Digilab and will be
at rates agreed upon between us and Digilab at that time. The agreement is
terminable by either us or Digilab by giving three months notice at the end of
any quarter.

OURMATTECHNOLOGY

MAT Immunotherapeutics

Our concept for immunotherapy is based on the induction of a
highly efficient immune response via an increased presentation of allergen
molecules to the immune system. This concept employs the intralymphatic
administration of our proprietary Modular-Antigen-Transporter (MAT) molecules.

Our MAT therapeutics are designed to compensate for the
deviation towards a Th2 response in individuals who suffer from allergies by
boosting selectively the Th1 response when an allergen is presented to the
immune system. Our MAT therapeutics are molecules that consist of three
functional elements, as described in the figure below:

- A translocation module which enables the MAT molecule to pass through the
  cell membrane and to get into antigen-presenting cells (APC). These cells are
  the critical cells of the immune response responsible for processing of the
  allergen and for the stimulation of a specific immune response to such
  allergen.
- A targeting module, which directs the processing of the MAT molecule within
  the APC and which improves the presentation of the allergen and its components
  to the immune system thereby inducing an efficient protective immune response
  (Th1).
- A module containing the allergen to which the patient is allergic which
  determines the specificity of the induced immune response.

- 7 -

---



Intralymphatic injection of MAT immunotherapeutics

In order to achieve the maximum therapeutic effect, our MAT
therapeutics must induce the strongest immune response possible. In order to
achieve this objective, our MAT therapeutics have to be taken up by antigen
presenting cells in the immune system. These antigen presenting cells are
primarily located in the lymph system. Therefore, we plan to apply an innovative
route of drug administration by injecting MAT based immunotherapeutics directly
into the lymph node of patients.

This route of administration has been extensively tested in
clinical studies for specific immunotherapy. The allergy unit of the University
Hospital Zurich has performed more than 300 intranodal injections with allergen
extracts (bee venom, grass pollen, tree pollen) and another approx. 200
intranodal injections have been performed in several allergy centers in Europe,
Canada and Australia (using bee venom). An intranodal injection is an injection
whereby the allergen is administered directly into the lymph node by injection
with a needle.

Although injection into a lymph node sounds painful, it is not.
The injected lymph nodes, located in the subcutaneous fat of the upper outer
quadrant of the groin are on average only around 5mm underneath the skin
surface. The capsule of a lymph node is poorly innervated (meaning that it does
not contain many nerves) and the patient cannot feel the needle puncturing the
lymph node. Thus, to the patient an intranodal injection is no more painful than
a subcutaneous injection.

MAT Molecules as Immunotherapeutics to treat Allergic
Diseases

We believe that intralymphatic administration of MAT molecules
directed against allergic diseases represent an ideal target for product
development since current vaccination therapies, except for insect

- 8 -

---

sting allergies, suffer from a bad compliance due to:

- the long treatment time spanning several years which requires
  administration of 50-80 injections, and
- unfavorable safety profiles of the currently administered
  immunotherapeutics.

We theorize that intralymphatic administration of MAT molecules
will have the following advantages over other treatment alternatives:

- Reduction of the number of injections required:Immunotherapy with
  MAT immunotherapeutics for allergic diseases will only require administration
  of 3 injections. This would represent a vast improvement compared to the 50 to
  80 injections with current protocols.
- Reduction of adverse events:The adverse events of immunotherapy
  which are allergic reactions including anaphylactic shock will be
  significantly reduced due to the route of administration, mode of action and
  dosage of MAT products, as discussed more fully below under Competition.
- Rapid therapeutic effect:Cure of allergic disease will be achieved
  within several weeks as opposed to two to three years with common protocols.

If we successfully develop our MAT molecules for the treatment
of allergies, we expect our treatment will result in the following benefits:

- higher patient compliance,
- fewer side effects  more efficacious,
- broader general acceptance of allergy immunotherapy,
- reduced overall costs of allergen immunotherapy due to fewer required
  doctor visits and reduced use of symptomatic drugs, and
- broader treatment and availability due to lower cost.

PRECLINICALPROOF OFPRINCIPLE

We theorize that vaccination with MAT therapeutics will be
effective after only three injections with no or very low side effects and has
therefore high potential to serve the unmet market demand for a new causative
therapeutic treatment of IgE mediated allergies. We have conducted preclinical
tests in order to start the process of investigating whether MAT therapeutics
will offer an effective alternative to currently available immunotherapeutics.
These preclinical tests are described below. As described below under
Government Regulation, we will be required to undertake substantial clinical
tests in order to complete our investigations and there is no assurance that we
will be successful at any stage of our investigations.

Immunologic responses to MAT immunotherapeutics ex-vivo

The first assessments of the efficacy of the MAT
immunotherapeutics developed were performed by Prof. Reto Crameri at the Swiss
Institute for Asthma and Allergy Research in Davos, Switzerland. These tests are
considered ex-vivo tests as they take place outside a living body.

The tests were conducted using cell cultures derived from
peripheral blood mononuclear cells (PBMC) isolated from blood of allergic
patients. The experiments compared the immunological responses

- 9 -

---

resulting when MAT molecules containing an allergen were
introduced compared to when a recombinant allergen was introduced. The
recombinant allergen is the molecule that contains solely the allergen component
of a MAT molecule and lacks the translocation and the targeting module. The
results of the experiment demonstrated that the MAT molecules stimulate T-cell
proliferation in PBMCs of allergic patients at much lower (about 1/10 to 1/100)
concentrations compared to the proliferation induced by the corresponding
recombinant allergens. This indicates an increase antigen presentation of MAT
molecules to T cells. In addition, cytokine release experiments applying MAT
molecules to PBMCs of allergic patients indicated a strong bias towards the
desired Th1 type immune response.

In-vivo efficacy of MAT molecules

The initial in-vivo tests of MAT molecules were undertaken by
the University Hospital Zurich in Switzerland. These tests are considered
in-vivo tests as they were undertaken on living animals, in this case mice.

The University Hospital Zurich developed an in vivo
sensitisation model for cat dander extract in mice to evaluate the efficacy of
immunization using the intralymphatic administration of different allergens. In
the course of these experiments mice were sensitised by multiple weekly
injections of cat dander extract over a period of eight weeks. The sensitisation
was indicated by a strong increase in allergen specific IgE antibodies. After
the sensitisation period, the mice were then treated with three intralymphatic
immunotherapy injections: (I) an untreated control, (II) recombinant Fel d1
protein, which is the principal allergen in cat dander; (III) cat dander
extract; (IV) a MAT molecule incorporating the Fel d1 allergen. The effect of
allergen specific immunotherapy of the animals was indicated by an increase of
allergen specific IgG antibodies. A last group of mice was neither sensitised
nor de-sensitised, in order to provide a control group. Finally, the mice were
injected with a high dose of cat hair extract and their change of body
temperature within 30 minutes of challenge was measured. This procedure mimics
natural systemic allergic or anaphylactic reactions in humans.

The results of the experiment indicated that non-treated
animals that had been sensitized showed clear anaphylaxis evidenced by a
temperature drop of about 2°C. Animals treated with MAT-Fel d1 (IVN201) did not
show any drop of body temperature, while animals treated with recombinant
allergen or cat dander extract showed a similar drop in body temperature as
non-treated animals. We believe that the data of this experiment provide strong
evidence that the immune response induced by MAT immunotherapy is effective in
preventing allergic symptoms.

Safety of MAT molecules in ex vivo experiments

An ex-vivo study designed to test the safety of MAT molecules
has also been completed. In this study with blood from 10 patents allergic to
cat dander the safety of IVN201, our initial MAT molecule, in comparison to
recombinant allergen and cat dander extract was assessed. The results of this
study indicated that the use of IVN201 for specific immunotherapy in allergic
patients might be safer than using specific immunotherapy with recombinant
allergen or cat dander extract and would not cause systemic allergic side
effects.

OURPRODUCTDEVELOPMENT

Our initial product in development is a MAT molecule known as
IVN201. This molecule incorporates the Fel d1 allergen which is the primary
allergen in cat dander. Our objective is to develop a vaccine incorporating our
IVN201 molecule that can be used for the treatment of allergies to household
cats using intralymphatic injection.

Cat-MAT - Immunotherapy to treat Cat Dander Allergy (IVN201)

Exposure to airborne particles originating from household cats
is a common cause of IgE-mediated allergy. The severity of the symptoms ranges
from mild rhinitis and conjunctivitis to potentially life-

- 10 -

---

threatening exacerbations in asthmatic patients. Cat dander
allergy is one of the most significant causes of symptoms within the allergic
population (39% in the USA and 30% in Europe). There are currently about 50
million patients suffering form allergies against cat dander in the USA and in
Europe. The current treatment of cat allergy is by specific immunotherapy using
injection of dander extracts. This current treatment suffers from unacceptable
adverse reactions when efficacious allergen doses are used and therefore it is
only administered in rare occasions. Accordingly, we believe that there is a
current unmet medical need to provide a safe and efficacious immunotherapy to
treat cat dander allergy.

Although patients are occasionally sensitized to several
different molecules present in cat dander and pelts, the primary allergy causing
molecule is the major allergen Fel d1. In fact more than 80% of cat allergy
patients exhibit IgE antibodies to this potent allergen. Thus, we believe that
the allergen molecule Fel d1 represents an ideal candidate for development as
MAT based immunotherapeutic. Our product candidate, IVN201, contains the two
polypeptide chains constituting Fel d1 in one fusion molecule. These two
polypeptide chains constitute a recombinant protein molecules which mimics the
structure and allergenic activity of the native Fel d1 protein. This is
important as the recombinant Fel d1 with structures and functional activities of
the native Fel d1 protein is difficult to manufacture at reasonable costs and
commercial scale.To address this factor, we have obtained the
proprietary rights to produce recombinant Fel d1 with activities comparable to
the native protein.

Preclinical Development

We are undertaking a program of preclinical development for
IVN201 which has been designed to fulfill the ethical and regulatory
requirements for approval of clinical studies. The following preclinical studies
have been completed

- Immunogenicity studies of IVN201 in mice:In these studies, we
  demonstrated that IVN201 has a dose dependent effect on immunogenicity and
  identified an optimal dose level. In addition, the immunogenicity studies
  demonstrated that the maximum immunogenicity is induced after three
  intralymphatic administrations of IVN201.
- Demonstration of efficacy in in-vivo sensitization model for cat dander
  extract in mice:We completed a study in an in-vivo sensitization model
  for cat dander extract (termed an anaphylaxis mouse model) which indicates
  that intralymphatic administration of IVN201 induces an effective immune
  response which protects animals from anaphylaxis.
- GMP compliant production protocol:In collaboration with a contract
  manufacturing organization we are developing a GMP compliant production
  protocol for the manufacture of clinical grade material of IVN201. Problems
  with transfer of the process to the GMP facility recently cause a delay of the
  preclinical development program. However, the process for the manufacture of
  IVN201 has now been successfully transferred to the GMP facility.

The following preclinical development activities are currently
ongoing and are expected to be completed before the end of 2007:

- Demonstration of stability of the product:Studies to assess the
  stability of IVN201 are currently being undertaken by Strathmann Biotech, our
  contract manufacturing organization.
- Development of analytical methods to characterize IVN201.In
  collaboration with Therapeomics AG we are currently developing analytical
  methods to characterize the properties of IVN201.
- Development of a stable formulation of the product:In collaboration
  with Therapeomics AG we are developing a stable drug formulation of IVN201
  adsorbed on aluminiumhydroxide.

- 11 -

---

- Toxicological testing with GMP material:Studies to assess toxicity
  of IVN201 in rodents are currently being conducted by a contract research
  organization. The aim of these toxicology studies is to demonstrate that
  IVN201 does not cause any toxic effects in rodents, even if massive overdoses
  (10 to 100 fold of human dose) are administered.
- Biodistribution studies:Animal Studies to access the
  bio-distribution of IVN201 to different organs and compartments of the body
  will be performed.
- Submission of investigator brochure and product documentation to
  Swissmedic:After completion of the preclinical testing and the
  manufacture of clinical material of IVN201 an investigator brochure and
  respective product documentation will be prepared for submission to the Swiss
  regulatory authority (Swissmedic).

We have discussed our preclinical development plan with
Swissmedic and the Paul Ehrlich Institute (PEI) in Langen, Germany. The Paul
Ehrlich Institute is the German federal authority that regulates the research,
development and marketing of vaccines and biopharmaceutical drugs in Germany.
The Paul Ehrlich Institute has advised us that, subject to successful completion
of our preclinical development program and their suggested additional analytical
characterization of our product, our preclinical development program will be
considered sufficient for the Paul Ehrlich Institute to grant us permission to
conduct clinical studies with IVN201.

Clinical Development

We have developed a clinical development program for IVN201.
This clinical development program has been designed with the objective of
enabling us to meet the requirements for regulatory approvals for marketing of
IVN201 in the European Union and the United States if our clinical tests are
successfully completed.

All clinical studies will be performed in full accordance with
the international guidelines for Good Clinical Practice (GCP), the latest
version of the Declaration of Helsinki, as well as local legal and ethical
regulations for the investigative studies. Special attention will be paid to
ethical considerations in special patient populations, such as children, in
particular with regard to challenge tests or placebo controls.

Our clinical development plan includes the following studies:

IVN-CAT-01a

The objective of this study is to determine the concentrations
at which IVN201 degranulates basophils of cat dander allergic patients, in
comparison to cat dander extract and to Fel d1 alone. This study shall provide
safety information for the dosing of IVN201 in the clinical studies that will
follow this initial study. This study received approval from the ethical
committee at the University Hospital in Zürich and was started in August 2005.
The first part of the study was completed in November 2005. The second part of
the study started in August 2006 and is expected to be completed in the second
quarter of 2007. Clinical development work was performed at the University
Hospital Zurich and the study was managed and monitored by IKFE under our master
services agreement with IKFE, as described in greater detail below.

This study is an ex-vivo study that uses blood from 10
patients allergic to cat dander to assess the safety of IVN201 in comparison to
recombinant allergen and cat dander extract using a test known as a cellular
antigen stimulation test (CAST). The first part of this study concluded that
the use of IVN201 in allergic patients for specific immunotherapy might be safer
when compared to specific immunotherapy using recombinant allergen and cat
dander extract and may not cause systemic allergic side effects. This second
part of the study is ongoing and our objective is to confirm the conclusion
reached in the first part of the study.

- 12 -

---

IVN-CAT-001b

This study is planned to evaluate IVN201 using a novel
treatment schedule consisting of three biweekly intralymphatic injections in
patients allergic to cat dander. The main objectives of this placebo controlled
study are:

- to assess the safety and immunogenicity of IVN201 immunotherapy;
- to establish the allergen specific provocation tests (skin prick,
  intradermal, conjunctival and nasal),
- to assess the efficacy of IVN201 immunotherapy using skin prick,
  intradermal, conjunctival and nasal allergen provocation tests,
- to estimate the patient numbers required to demonstrate dose-dependent
  efficacy in the IVN- CAT-002 study.

This study will include a total of 20 patients allergic to cat
dander extract, 12 of which will receive the IVN201 immunotherapy and 8 will
receive placebo. Since this will be the first time IVN201 immunotherapy is
administered to humans, the primary objective of this study is to assess the
safety and tolerability of the treatment regimen. In addition, all patients will
undergo allergen specific provocation tests (skin prick, intradermal,
conjunctival and nasal), before and after treatment. The efficacy of the
immunotherapy will be determined by an increased tolerance of the allergen in
the respective provocation tests after therapy. A detailed immunological
analysis of the patients serum will be performed in order to closely follow any
changes of important immunological parameters during the study. The results of
this study are expected to provide important information regarding the number of
patients required for the subsequent dose-finding study, which will be the
Companys first clinical study with IVN201 which will be relevant for regulatory
approval of the product.

The study protocol and an investigators brochure have been
submitted to the ethical committee of the University of Zürich who gave their
approval for the conduct of the study. We expect to start this study at the
Dermatology unit of the University Hospital Zurich upon availability of GMP
grade clinical material of IVN201 and after approval from Swissmedic, which is
expected within the next 12 months. This study is expected to last for about six
months to nine months. This study will provide us with our first
proof-of-concept data for IVN immunotherapy, indicating the immunogenicity and
the efficacy of MAT immunotherapy to treat cat dander allergy. We expect to
receive this data in the first half of 2008.

The results of this study will provide the necessary
information required for a go/no go key decision for the whole program. The
decision is termed a go/no go decision due to the fact that if results of this
study indicate that MAT immunotherapy is neither immunogenic nor efficacious in
allergic patients, there will not be any justification to proceed with further
clinical testing and we will be forced to abandon IVN201 as a product candidate
for the treatment of allergies to cat dander.

IVN-CAT-02

The IVN-CAT-02 study will be designed to evaluate the safety,
immunogenicity and efficacy of the IVN201 immunotherapy in comparison to placebo
vaccinations. The study size is dependent on the results of the IVN-CAT001b
study and it is currently expected to be between 60 and 120 patients. We
anticipate that the study would be carried out at multiple centers in
Switzerland and Germany.

In this study, three different dose levels of IVN201
immunotherapy will be evaluated in comparison to a placebo. All patients of the
study will undergo allergen specific provocation tests (skin prick, intradermal
conjunctival and nasal), before and after treatment. Efficacy of the
immunotherapy will be determined by an increased tolerance of the allergen in
the respective provocation tests after therapy. A detailed

- 13 -

---

immunological analysis of the patients serum will be performed
in order to closely follow any changes of important immunological parameters
during the study. We expect that the results of this study will enable us to
establish the optimal effective dose of IVN 201 for successful immunotherapy.
This dose would then be evaluated in a pivotal Phase III study in a larger
number of patients. The exact number of patients can not be projected at this
stage and will be determined based on the results of the IVN-CAT-02 study.

We will be required to file an Investigational Medicinal
Product Dossier (IMPD) with the Paul Ehrlich Institute in Germany prior to
commencement of this study. We anticipate that the IMPD would be filed early
2008. The IMPC is similar to the Investigational New Drug Application (IND) that
will ultimately have to be filed with the FDA. Due to this filing we anticipate
that the IVN-CAT-02 study will not start until the first half of 2008, at the
earliest. We anticipate that the study will be completed within approximately
nine months of its start.

European Phase III studies

The design of the IVN-CAT-02 study has been discussed with the
Paul-Ehrlich Institute (PEI). The PEI concurred that the design and objectives
of this study is sufficient to demonstrate clinical proof-of-concept and,
subject to successful completion, is sufficient to continue clinical development
of the product in Phase III clinical studies. The PEI suggested requesting
scientific advice from the EMEA for the design of Phase III clinical studies,
since there are currently no immunotherapeutics for cat dander allergy approved
across Europe. Therefore, it might be possible, that a single (or maybe two)
clinical Phase III trials with IVN201 and placebo as control in 250 to 500
patients might be sufficient for product registration in Europe. The Company
intends to request a scientific advice meeting with the EMEA as soon as first
results of the IVN-CAT-02 study are available, presuming that the results of the
IVN-CAT-02 study indicate that further development is warranted. Therefore, the
exact designs and objectives of studies subsequent to the IVN-CAT-02 study will
be adapted based on discussions of the program and data from the IVN-CAT02 study
with EMEA.

Planned Clinical Development of IVN201 in the USA

After completion of the IVN-CAT-01b study, we plan to actively
pursue the preclinical and clinical development of IVN201 for the US market,
presuming that the results of the IVN-CAT-01b study are positive. In order to do
so, we expect that we will have to conduct additional safety and toxicity
studies in a second animal species before we can file an investigational new
drug (IND) application with the FDA. Prior to commencing these studies, we
anticipate that we will conduct a pre-IND meeting with the FDA to determine
which preclinical studies have to be completed. We anticipate that we would
discuss the detailed design of the first clinical study to be conducted in the
US with the FDA at this pre-IND meeting. It could be possible that the FDA would
not require us to conduct any additional safety studies, since a reasonable
extensive safety data package form the European studies would be available at
the time of commencement of first clinical trials in the US. However, we cannot
provide any assurance that this would be the case. Due to these factors, we will
not be able to make any exact projections about the clinical trial design for
the US studies until such time as we have completed the pre-IND meeting with the
FDA.

Possible Clinical Development of IVN201 for Allergic
Asthma

Provided the favorable safety profile of IVN201 can be
demonstrated in a large number of patients in the initial clinical studies
(IVN-CAT-01b, IVN-CAT-02, IVN-CAT-03), we plan to evaluate the clinical
development of IVN201 for the treatment of intermittent and moderate persistent
allergic asthma. This potential treatment could provide a significant
opportunity for the commercialization of IVN201 because patients suffering from
moderate to severe allergic asthma are currently not treated with allergen
immunotherapy due to an unfavorable risk benefit ratio.

Clinical Development Agreement with IKFE

- 14 -

---

ImVisioN GmbH entered into a master services agreement with
IKFE, one of our collaboration partners, in May 2005. This agreement was
effective as of March 1, 2005. Under the terms of this agreement, IKFE has
agreed to provide regulatory and clinical trial support for the development of
our IVN201 candidate. These services will include the completion of the clinical
development plans by IKFE as an independent contract research organization.
Clinical development work is to be carried out by IKFE in accordance with GCP
(Good Clinical Practice) standards. Under this agreement, we will agree with
IKFE on work orders that will describe the work to be performed for each
clinical study project to be completed under the master services agreement. Each
work order will define the pre-study, study and post study activities associated
with each clinical study project and will reflect the fee for each phase of the
clinical study project that we are required to pay to IKFE. The conduct of the
IVN-CAT-01a clinical study, including the costs of the clinical site, laboratory
costs and the monitoring of the study, is subject to a specific work order.
Under this work order, we have agreed to pay to IKFE a total of € 43,080 (equal
to $56,865 based on an exchange rate of $1.32/1.00 EUR) in accordance with a
payment schedule based on the achievement of project milestones. A total of €
14,768 (equal to $19,494 based on an exchange rate of $1.32/1.00 EUR) has been
paid under this work order to date. Another work order has been agreed upon for
the conduct of the IVN-CAT-01b clinical study including the clinical costs of
the clinical site, laboratory costs and monitoring of the study. Under this work
order, we have agreed to pay to IKFE a total of € 144,030 (equal to $190,120
based on an exchange rate of $1.32/1.00 EUR) in accordance with a payment
schedule based on the achievement of project milestones. To date, we have not
made any payment on account of this work order. Future work contemplated under
this agreement includes the completion of our planned IVN-CAT-02 studies.

Manufacturing Agreement with Strathmann Biotec

ImVisioN GmbH entered into an agreement with Strathmann Biotec,
  one of our collaboration partners, on August 8, 2005 for identification and
  selection of an appropriate strain of E.coli for manufacturing of the Fel d1
  MAT fusion protein, for the development of a scaleable process for the manufacture
  and purification of the Fel d1 MAT fusion protein and for the manufacturing
  of clinical grade material of a Fel d1 MAT fusion protein. The purpose of the
  project is to provide the clinical grade IVN 201 that we require in order to
  complete clinical trials of IVN 201. As consideration, ImVisioN GmbH must make
  payments totalling €718,000 (equal to $947,760 based on an exchange rate
  of $1.32/1.00 EUR) in accordance with a payment schedule based on the achievement
  of certain development milestones, plus material costs. The project is divided
  into three phases. In the first phase, a production strain for the manufacturing
  of the MAT molecule was identified and selected and a master cell bank of this
  strain was established. For completion of this phase, we have paid to Strathmann
  a total of € 80,000 (equal to $105,600 based on an exchange rate of $1.32/1.00
  EUR) in 2005. In the second phase, the production strain was used to establish
  a process for production and purification of the IVN 201. For completion of
  this phase, we paid to Strathmann a total of € 382,000 (equal to $504,240
  based on an exchange rate of $1.32/1.00 EUR) of which € 155,000 (equal
  to $204,600 based on an exchange rate of $1.32/1.00 EUR) and € 227,000
  (equal to $299,640 based on an exchange rate of $1.32/1.00EUR) were paid in
  2005 and 2006, respectively. In the third phase, the process will be transferred
  to Strathmann Biotecs GMP facility in Dengelsberg and several production
  runs for the manufacturing clinical material of IVN 201 under GMP conditions
  will be conducted. This phase is currently ongoing. The process has been successfully
  transferred to the facility in Dengelsberg and the first production runs are
  currently conducted. To date, we have paid € 15,000 (equal to $19,800 based
  on an exchange rate of $1.32/1.00 EUR) for this phase in 2006. In total, we
  have paid €477,000 (equal to $629,640 based on an exchange rate of $1.32/1.00
  EUR) under this agreement to date. At least one additional payment in the amount
  of €49,000 (equal to $64,680 based on an exchange rate of $1.32/1.00 EUR)
  will be payable under the agreement since at least one additional consistency
  run is required.

Collaboration Agreement with Therapeomic Inc. for
Development of Proof-of-Concept Formulation of IVN201

ImVisioN GmbH entered into a collaboration Agreement with
Therapeomic Inc., one of our collaboration

- 15 -

---

partners in February 2006 for the development of a proof-of-concept
  formulation of IVN201. This collaboration includes the development of methods
  to study the aggregation of IVN201, the development of a formulation suitable
  for the human proof-of-concept study and the transfer of the developed formulation
  to a clinical manufacturing unit. As consideration, we were required to make
  payments of € 100,000 (equal to $132,030 based on an exchange rate of $1.32/1.00
  EUR) in accordance with a payment schedule based on the achievement of certain
  development milestones. All milestones have been achieved and the total of €
  100,000 (equal to $132,030 based on an exchange rate of $1.32/1.00 EUR) has
  been paid. On August 17, 2006, we agreed with Therapeomic to amend the agreement
  to extend the agreement to apply to the development of special methods to study
  the aggregation and binding to surfaces of IVN201 as well as the interactions
  of IVN201 with aluminium. The amended agreement provides for a payment of a
  total of € 30,000 (equal to $39,600 based on an exchange rate of $1.32/1.00
  EUR) upon achievement of two milestones. In September 2006 both milestones were
  successfully completed and the total of € 30,000 (equal to $39,600 based
  on an exchange rate of $1.32/1.00 EUR) has been paid. Should Therapeomics
  work under this amended agreement lead to patentable inventions, we have agreed
  to pay € 550,000 (equal to $726,165 based on an exchange rate of $1.32/€1.00)
  to Therapeomic upon the achievement of certain product development milestones.
  In January 2007 we further amended the Agreement to extend it by further work
  packages. The amended agreement provides for the payment of a total of €160,000
  (equal to $211,200 based on an exchange rate of $1.32/€1.00) upon achievement
  of five milestones. To date € 40,000 (equal to $52,800 based on an exchange
  rate of $1.32/€1.00) has been paid upon achievement of certain milestones.

Toxicology Study Agreement with RCC Ltd.

ImVisioN GmbH entered into an agreement dated October 18, 2006
  with RCC Ltd., a Swiss based contract research organization, whereby RCC has
  been engaged to conduct a research toxicology study on our IVN 201 product candidate.
  We will be obligated to make payments to RCC upon the achievement of certain
  development milestones of up to € 155,000 (equal to $204,647 based on an
  exchange rate of $1.32/1.00 EUR). We have paid 50% of the payment upon initiation
  of the study, 40% will be payable upon delivery of a draft report and 10% plus
  final accounts on delivery of a final report, or at latest within eight weeks
  of delivery of the draft report. RCC has agreed to carry out all studies in
  accordance with good laboratory practices.

BirchMAT Immunotherapy to treat birch pollen allergy

Our initial product candidate for the treatment of allergies to
birch pollen is known as Birch-MAT.

The prevalence of birch pollen allergy has been determined in
epidemiological studies to be rather high in the general population. It is
estimated that there are about 15 million patients in the USA and 12 million
patients in Europe who suffer from birch pollen allergy. Thus, we believe that
there is potential for the commercialization of a MAT based immunotherapy to
treat this seasonal allergy.

The main allergen determinant of birch pollen is Bet v 1, a
protein present in birch pollen. We have selected this protein as the
allergen-module of Birch-MAT, our product candidate for the treatment of
allergies to birch pollen. Bet v 1 represents one of the most important
environmental allergens and is recognized by more than 25% of allergic
individuals and 95% of birch pollen allergic patients. We have also incorporated
Bet v 2, another allergen, into the Birch-MAT molecule as this allergen is
recognized by the immune system of many birch pollen allergic individuals. We
also believe that Birch-MAT with Bet v1 and Bet v 2 allergen modules may treat a
broad spectrum of food allergies due to the associations between many food
allergies and pollen allergens.

The currently applied medication for specific immunotherapy
involves the injection of extracts from naturally occurring pollen. This
treatment is characterised by poor standardisation and purity in terms of active
ingredients, which results in the risk of new allergies being induced by
treatment. Major allergen contents in extracts of pollen commercialised by
different manufacturers may differ as much as 20 times when analysed by accepted
methods. This makes specific immunotherapy with pollen extracts prone to

- 16 -

---

induce systemic side effects, since proper dosage of the
allergen is of major importance in specific immunotherapy.

Our Birch-MAT candidate is currently in the preclinical
research stage. With the preliminary product candidate, we have already obtained
promising data in ex-vivo studies that indicate that Birch-MAT triggers a more
favourable immune response as compared to recombinant Bet v 1.

Currently, we are preparing to conduct further in-vivo
preclinical studies in order to assess the safety and efficacy of the new MAT
molecules.

- A mouse anaphylaxis model in which mice sensitised to birch pollen will be
  administered the Birch-MAT candidate in order to evaluate the efficacy of the
  candidate.
- A mouse model of allergic airway inflammation in which the efficacy of the
  Birch-MAT candidate against asthmatic disease, which is a common life
  threatening result of allergic disease, will be evaluated.

Our objective is to identify the clinical product candidate for
Birch-MAT in the second quarter of 2007. If this objective is met, then our
objective would be to complete preclinical development and start Phase I/II
clinical studies to demonstrate immunogenicity and efficacy in the third quarter
of 2008.

Our preclinical testing will be co-funded through a grant from
BMBF (German Ministry for Education and Research) until the identification of a
clinical product candidate. We will be required to provide the funding for the
further preclinical development and clinical development of this product
candidate.

MiteMAT Immunotherapy to treat house dust mite allergy

Our initial product candidate for the treatment of allergies to
house dust mites is known as Mite-MAT. It is estimated that there are about 30
million patients in the USA and 43 million patients in Europe who suffer from
house dust mite allergies.

Der p 1 and Der p 2 are the two main allergens causing the
symptoms in house-dust mite allergic patients. About 80% of patients who are
allergic to house dust mites are sensitized to the Der p 1 and Der p 2
allergens. Therefore, we have selected these allergens as the allergen modules
for Mite-MAT.

Our Mite-MAT candidate is currently in the preclinical research
stage. With the preliminary product candidate, we have already obtained
promising data in ex-vivo studies that indicate that Mite-MAT triggers a more
favourable immune response as compared to recombinant Der p 1.

We plan to evaluate our Mite-MAT candidates in two efficacy and
safety studies:

- A mouse anaphylaxis model in which mice sensitised to house dust mite
  extract will be administered the Mite-MAT candidate in order to evaluate the
  efficacy of the candidate.
- A mouse model of allergic airway inflammation in which the efficacy of the
  Mite-MAT candidate against asthmatic diseases will be evaluated.

Our objective is to identify the clinical product candidate for
Mite-MAT in the second half of 2007. If this objective is met, then our
objective would be to complete preclinical development and to start Phase I/II
clinical studies to demonstrate immunogenicity and efficacy in the second half
of 2008.

As with Birch-MAT, our preclinical testing will be co-funded
through a grant from BMBF until the identification of a clinical product
candidate. We will be required to provide the funding for the further
preclinical development and clinical development of this product candidate.

- 17 -

---

GOVERNMENTREGULATION

The advertising, labelling, storage, record-keeping, safety,
efficacy, research, development, testing, manufacture, promotion, marketing and
distribution of our potential immunotherapy products are subject to extensive
regulation by numerous governmental authorities in the U.S. and other countries.
In the U.S., pharmaceutical products are subject to rigorous review by the Food
and Drug Administration (FDA) under the Federal Food, Drug, and Cosmetic Act,
the Public Health Service Act and other federal statutes and regulations. In
Europe, pharmaceutical products are subject to review the European Agency for
the Evaluation of Medicinal Products (EMEA). In Germany, the Paul Ehrlich
Institute is the German government authority responsible for the regulation of
the research, development and marketing of pharmaceutical drugs within Germany.
In Switzerland, SwissMedic is the responsible regulatory authority.

At present, foreign marketing authorizations are applied for at
a national level, although within the European Union central registration
procedures are mandatory for biotechnology and some other novel drugs and are
available to companies wishing to market a product in more than one European
Union member state. The regulatory authority generally will grant marketing
authorization if it is satisfied that we have presented it with adequate
evidence of safety, quality and efficacy.

Regulatory Approval Process

The steps ordinarily required by government regulatory
authorities before a new drug or biologic may be marketed include:

- completion of preclinical laboratory tests, preclinical trials and
  formulation studies;
- submission of an investigational new drug application, or IND, to the FDA
  or an Investigational Medicinal Product Dossier (IMPD) to the EMEA for a new
  drug or biologic which must become effective before clinical trials may begin;
- performance of adequate and well-controlled human clinical trials to
  establish the safety and efficacy of the drug or biologic for each proposed
  indication;
- the submission of a biologics license application, or BLA, to the FDA or a
  single marketing authorization application to the EMEA; and
- FDA review and approval of the BLA or a single market authorization issued
  by the European Commission (after evaluation carried out through the EMEAs
  Committee for Medicinal Products for Human Use) before any commercial
  marketing, sale or shipment of the drug.

To secure government approval, we must submit extensive
non-clinical and clinical data, manufacturing information, and other supporting
information to each government agency for each indication to establish a product
candidates safety and efficacy. The number of preclinical studies and clinical
trials that will be required for each government agency approval varies
depending on the product candidate, the disease or condition for which the
product candidate is in development and regulations applicable to any particular
drug candidate.

Non-clinical studies involve laboratory evaluation of product
characteristics and animal studies to assess the initial efficacy and safety of
the product. The FDA, under its good laboratory practices regulations, regulates
non-clinical studies. Violations of these regulations can, in some cases, lead
to invalidation of those studies, requiring these studies to be replicated. The
results of the non-clinical tests, together with manufacturing information and
analytical data, are submitted to the FDA as part of an investigational new drug
application (IND) and to the EMEA as part of the Investigational Medicinal
Product Dossier (IMPD), which must be approved by the FDA or EMEA, respectively,
before we can commence clinical

- 18 -

---

investigations in humans. Unless the FDA or EMEA objects to an
IND or IMPD, the respective documents will become effective 30 days following
its receipt by the respective regulatory authority. Clinical trials involve the
administration of the investigational product to humans under the supervision of
a qualified principal investigator. We must conduct our clinical trials in
accordance with good clinical practice under protocols submitted to the FDA
and/or EMEA as part of the investigational new drug application or IMPD. In
addition, each clinical trial must be approved and conducted under the auspices
of an investigational review board and with patient informed consent. The
investigational review board will consider, among other things, ethical factors,
the safety of human subjects and the possibility of liability of the institution
conducting the trial.

The stages of the regulatory process include research and
preclinical studies and clinical trials in three sequential phases that may
overlap. Research and preclinical studies do not involve the introduction of a
product candidate in human subjects. These activities involve identification of
potential product candidates, modification of promising candidates to optimize
their biological activity, as well as preclinical studies to assess safety and
effectiveness in animals. In clinical trials, the product candidate is
administered to humans. Phase I clinical trials typically involve the
administration of a product candidate into a small group of healthy human
subjects. These trials are the first attempt to evaluate a drugs safety,
determine a safe dose range and identify side effects. During Phase II trials,
the product candidate is introduced into patients who suffer from the medical
condition that the product candidate is intended to treat. Phase II studies are
designed to evaluate whether a product candidate shows evidence of
effectiveness, to further evaluate dosage, and to identify possible adverse
effects and safety risks. When Phase II evaluations demonstrate that a product
candidate appears to be both safe and effective, Phase III trials are undertaken
to confirm a product candidates effectiveness and to test for safety in an
expanded patient population. If the results of Phase III trials appear to
confirm effectiveness and safety, the data gathered in all phases of clinical
trials form the basis for an application for FDA, EMEA or other regulatory
approval of the product candidate.

Outside the U.S. and EU, our ability to market a product is
contingent upon receiving marketing authorization from the appropriate
regulatory authorities. The requirements governing the conduct of clinical
trials, marketing authorization, pricing and reimbursement vary widely from
country to country.

Good Manufacturing Practice Regulations

We and all of our contract manufacturers are required to comply
with the applicable FDA current good manufacturing practice (GMP) regulations.
Manufacturers of biologics also must comply with FDAs general biological
product standards. Good manufacturing practice regulations require quality
control and quality assurance as well as the corresponding maintenance of
records and documentation. Prior to granting product approval, the FDA must
determine that our or our third party contractors manufacturing facilities meet
good manufacturing practice requirements before we can use them in the
commercial manufacture of our products. In addition, our facilities will be
subject to periodic inspections by the FDA for continued compliance with good
manufacturing practice requirements following product approval. Adverse
experiences with the product must be reported to the FDA and could result in the
imposition of market restriction through labelling changes or in product
removal. Failure to comply with the statutory and regulatory requirements
subjects the manufacturer to possible legal or regulatory action, such as
suspension of manufacturing, seizure of product or voluntary recall of a
product.

Additional Government Regulations

We are also subject to various federal, state and local laws,
regulations and recommendations relating to safe working conditions, laboratory
and manufacturing practices, the experimental use of animals and the use and
disposal of hazardous or potentially hazardous substances, including radioactive
compounds and infectious disease agents, used in connection with our research.
We cannot accurately predict the extent of government regulation that might
result from any future legislation or administrative action.

- 19 -

---

INTELLECTUAL PROPERTY

General

Our goal is to obtain, maintain and enforce patent protection
for our products, formulations, processes, methods and other proprietary
technologies, preserve our trade secrets, and operate without infringing on the
proprietary rights of other parties. Our policy is to actively seek to obtain,
where appropriate, the broadest intellectual property protection possible for
our product candidates, proprietary information and proprietary technology
through a combination of contractual arrangements and patents. However, even
patent protection may not always afford complete protection against competitors
who seek to circumvent patents.

We also depend upon the skills, knowledge and experience of our
scientific and technical personnel, as well as that of our advisors, consultants
and other contractors, none of which is patentable. To help protect our
proprietary know-how which is not patentable, and for inventions for which
patents may be difficult to enforce, we rely and intend to rely in the future on
trade secret protection and confidentiality agreements to protect our interests.

MAT Technology Platform

The intellectual property underlying our MAT technology
platform and products is the subject of a patent application which was submitted
by BioVisioN to the European Patent Office (EPO) on October 11, 2002. A
follow-up PCT application was filed by BioVisioN on October 9, 2003. Filing of
the PCT application gives us the right to apply for the same patent nearly
worldwide. These patent applications are:

- Patent application EP 1 408 114 A entitled Modular antigen transporter
  molecules (MAT molecules) for modulating immune reactions, associated
  constructs, methods and uses thereof
- Patent application WO 2004/035793 entitled Modular antigen transporter
  molecules for modulating immune reactions, associated constructs, methods and
  uses thereof

Each of these patent applications have been published. Our
patent applications claim the principle of MAT molecules in broad language. In
the patent application MAT molecules include at least the following three
modules: (i) Translocation module, a peptide sequence which promotes the
transport of the extracellularly supplied MAT molecule into the cytosol of a
cell. (ii) Targeting module, a peptide sequence which promotes the
intracellular transport of the MAT molecule to those compartments within the
cell, which are involved in antigen processing and presentation. (iii)
Antigen module, a peptide sequence which elicits an immune response.

Each of these patents were transferred by BioVisioN to ImVisioN
GmbH pursuant to the patent and know-how purchasing agreement dated March 31,
2005, as described above. The European Patent has been granted on January 3
2007. The PCT application is further processed to obtain the original, broad and
full scope of world-wide protection for the invention, which is not limited to
certain translocation, targeting or antigen modules and is currently under
examination. There is no assurance that patents will be granted or, if granted,
that the patent claims will not be limited.

Patent Application for Recombinant Fel d1 Protein

In March 2005, ImVisioN GmbH purchased from Productomics AG the
patent applications GB 0309345.7 and WO 2004/094639 A2 entitled A recombinant
Allergen. These patent applications relate to a recombinant Fel d1 protein (2 +
1) which has the same molecular structure and biological activity as native Fel
d1. Since it has been very difficult and economically not feasible to
manufacture sufficient amounts of recombinant, biologically active Fel d1, we
believe that this patent is critical to us to enable the recombinant production
of biologically active Fel d1 in IVN201. The transfer of the patent rights was

- 20 -

---

agreed to be effective January 31, 2005.

As consideration for the transfer of the patent rights,
ImVisioN GmbH paid an initial amount of €20,000 (equal to $26,400 based on an
exchange rate of $1.32/1.00 EUR) and has agreed to make future payments upon
achievement of certain development milestones. None of the development
milestones has been met to date. ImVisioN GmbH has also agreed to pay royalties
to Productomics on net sales of products based on the patent rights. The amount
of the royalty is percentage of annual sales that is dependent upon aggregate
annual net sales.

MannKind License Agreement

We entered into a license agreement with MannKind Corporation
dated February 8, 2006 whereby we acquired an exclusive license to use
MannKinds patents covering the intranodal injection of allergens into the lymph
nodes for the treatment and prevention of any allergy, allergic response or
allergic disease, as covered by the MannKinds patents. As consideration for the
grant of the license rights:

- We paid to MannKind an initial license fee upon execution of the license
  agreement,
- We are obligated to pay to MannKind an annual maintenance fee during each
  year of the term of the license agreement,
- We are obligated to pay to MannKind milestone payments upon the completion
  of each phase of clinical trials completed by us, upon receipt of regulatory
  approval in a major market and upon achievement of a first commercial sale in
  a major market:
- We will pay to MannKind royalty payments on sales of products incorporating
  technology which is the subject of the licensed patents, based upon whether
  the products are developed products or licensed products under the license
  agreement.
- We will pay to MannKind a percentage of non-royalty sublicense income from
  any sublicenses of the licensed products to third parties.

We have also agreed to use commercially reasonable efforts and
to fulfill our diligence obligations to achieve the following milestones:

- within two (2) years after the effective date of the license agreement,
  initiate a phase one human clinical trial with either a licensed product or a
  developed product in a major market. For the purposes of the these
  obligations:
- a licensed product means a pharmaceutical product that contains or
  comprises any composition of matter covered by the licensed patents or the
  method of use of which is covered by the licensed patents in the treatment
  and/or prevention of any allergy, allergic response or allergic disease as
  covered by the licensed patents;
- a developed product means a licensed product in the treatment and/or
  prevention of any allergy, allergic response or allergic disease developed by
  us that utilizes our proprietary Modular Antigen Transporter technology or
  that is modified otherwise to improve cellular uptake of the licensed product
  at the place of administration; and
- a major market includes: (a) the United States of America and Canada; (b)
  Australia; and (c) either (i) the United Kingdom, France, Germany and Spain or
  (ii) the European Union as a whole.

- 21 -

---

- within five (5) years after the effective date of the license agreement,
  initiate a phase one human clinical trial with a licensed product or a
  developed product in a different major market than above, provided that at
  least one of the major markets shall be the United States of America.
- within six (6) years after the effective date of the license agreement,
  start a phase three clinical trial with a licensed product in one of the major
  markets.
- within eight (8) years after the effective date of the license agreement,
  launch a licensed product or a developed product in at least one of the major
  markets.

These milestones are referred to in the license agreement as
our minimum due diligence obligations. Our failure to meet the minimal due
diligence obligations will result in MannKind having the right to terminate the
license agreement.

Third Party Licenses

In order to extend our IP position on our MAT molecules for the
  treatment of allergies, it is our intention to obtain a number of licenses from
  third parties. Patent searches have been and are currently performed in order
  to identify intellectual property rights of potential interest, and discussions
  for licenses to IP rights, where such licenses would strengthen our position,
  are currently ongoing with several third parties. Several potential licensors
  have indicated that they are willing to provide IVN with respective licenses,
  however no agreements have been included. There is no assurance that we will
  be able to conclude agreements with prospective licensors on terms that are
  acceptable to us. Our inability to secure third party licenses may prevent us
  from selling our products.

Trade Secrets and Proprietary Information

We also rely on trade secrets and proprietary know-how,
especially when we do not believe that patent protection is appropriate or can
be obtained. Our policy is to require each of our employees, consultants and
advisors to execute a confidentiality and inventions agreement before beginning
their employment, consulting or advisory relationship with us. These agreements
generally provide that the individuals must keep confidential and not disclose
to other parties any confidential information developed or learned by the
individuals during the course of their relationship with us except in limited
circumstances. These agreements also generally provide that we own all
inventions conceived by the individuals in the course of rendering services to
us.

MARKET

Market for drugs to treat allergic symptoms

The worldwide allergic rhinitis market has enjoyed a dramatic
rate of growth since the early 1990s and reached annual sales of US$10.5 billion
in 2004 (Datamonitor). Annual sales, driven by the increasing use of newer
antihistamines in the United States, have increased at the rate of 15% per year.
The US market comprises more than half of the worldwide annual sales in the
allergic rhinitis market, followed by Japan, Germany, France and England.

While the increasing prevalence of allergic rhinitis has
contributed to market growth, much of the growth has been driven by the
introduction of newer, premium-priced products in the United States. This growth
has been further stimulated by the extensive use of direct-to-consumer (DTC)
advertising, a key factor in establishing the newer antihistamines and
increasing market penetration, particularly in the United States. According to
Datamonitor, in 2004 approximately two thirds of the market (US$ 6.5 billion)
were spent worldwide on antihistamines and about US$ 2.6 billion on nasal
steroids. Over-the-counter (OTC) formulations of the same or older products
generated revenues of approximately US$ 1 billion.

The total value of the Japanese allergic rhinitis market is
estimated at nearly $1 billion, with sales of OTC

- 22 -

---

pharmaceuticals and herbal medicines contributing about $300
million in sales. The sales of prescription antihistamines constitute the
greatest proportion of the ethical products, collectively capturing 79% of the
prescription market for allergic rhinitis drugs. Intranasal steroids are less
widely used than in other countries and represent a market share of 15%.

The market for drugs to treat allergic rhinitis in Europe
(about $0.5 billion) is much smaller than the US and Japanese market due to the
lower price of drugs to treat allergic rhinitis and due to the more extensive
use of OTC products in Europe.

Allergen Specific Immunotherapy

Allergen specific immunotherapy has been administered for
almost 100 years but currently only comprises about 5% (equal to approximately
US$600 million) of the total allergic rhinitis market. This is mainly due to the
cumbersome treatment protocol requiring 50 to 80 allergen injections and to an
unfavorable safety profile of current allergen immunotherapy protocols. The
market for allergen immunotherapy is characterized by many products which have
been registered before the current regulatory requirements for the documentation
of clinical efficacy were established and which are mainly sold on a named
patient basis.

All products on the US market are injectable immunotherapies
and they are sold by only a few manufactures to allergologists in bulk form. At
the allergologists practice the final formulation of the immunotherapy is
prepared specifically for each patient depending on each patients source of
allergy.

Sales in Europe comprise about 85% of the world wide market for
allergen specific immunotherapy. In Europe both injectable and sublingual
immunotherapy are marketed. Sublingual immunotherapy is currently about 30% of
the total market for allergen immunotherapy. Due to the expected introduction of
new sublingual and oral formulations of allergen immunotherapy, the market share
for non injectable immunotherapy and for immunotherapy in general is expected to
grow in the coming years. In addition, novel approaches for allergen
immunotherapy with improved product profiles will significantly gain acceptance
and, therefore, grow the share of the immunotherapy market segment of the
allergy market.

COMPETITION

Due to our exclusive focus on the development of
immunotherapeutics to treat allergies, we believe that our primary direct
competition will be this segment of the allergy therapeutics market. The
immunotherapeutics market to treat allergic diseases is currently a niche market
that is very fragmented with a number of small companies. However, the market is
currently dominated by three companies, which own about 60% of the total market,
namely ALK Abello, Stallergenes and Allergopharma.

Several of the competitors in this market sell up to a few
hundred different allergen preparations, which are extracted from natural
sources. The allergy immunotherapeutics market currently grows at about 5% per
year, but the inconvenient delivery of current therapies and undesired side
effects significantly hamper further growth. Therefore, almost all players in
the field are focusing their development efforts on the development of new
immunotherapeutics and delivery routes that improve safety and patient
convenience.

One area of research focus is the reduction of allergic side
effects of immunotherapeutics. Some companies are developing chemically modified
allergens, so called allergoids, which have reduced risk to cause allergic side
effects, while others focus on development of recombinant allergens for
immunotherapy. Recombinant allergens are well defined and purified proteins
lacking the impurities of allergen extracts which are often responsible for the
allergic side effects.

Several companies focus on the improvement of the immune
response to allergen immunotherapy, providing for a reduced number of injections
required to achieve efficacy or for a reduction of the required allergen dose to
be administered thereby reducing the risk for potential side effects. The UK

- 23 -

---

company, Allergy Therapeutics, is selling a formulation of its
allergen extracts with an adjuvant (MPL), which is intended to reduce the number
of administrations to four pre-seasonally administered injections. DynaVax, a US
biotechnology company is developing specific oligonucleotides as adjuvants to be
mixed with allergens in order to improve the immune response to allergy
immunotherapy and to reduce the number of injections.

Currently, we believe that most research and development
activities are spent on the development of alternative routes of administration.
In particular, ALK-Abello and Stallergenes, the two market leaders, are heavily
focusing on the development of sublingual or oral immunotherapy. Under this
regimen the immunotherapeutics are administered through oral drops or tablets
under the tongue. However, sublingual and oral immunotherapy require
significantly higher doses of allergens (up to 100 fold compared to subcutaneous
injections) and this form of therapy has been shown not to be as effective as
subcutaneous allergen injections.

Nonspecific immunmodulation recently attracted the interest of
larger pharmaceutical companies. This therapies would be applicable to a broad
range of allergies and not be allergen specific. Biotechnology companies such as
Coley Pharmaceuticals, Idera and Cytos Biotechnologies are developing (in some
cases in collaboration with large pharmaceutical companies) different
formulations of oligonucleotides to unspecifically modulate and stimulate the
immune system. The development of antibodies targeting specific mediators (e.g.
cytokines, IgE antibodies) of the immune response in allergic patients also
attracted attention during the last years. However, due to their relatively
early stage of development and due to their unspecific targeting of mediators
that could potentially be required for other functions of the immune system,
these products will have to undergo extensive clinical testing proving their
safety before they will reach the market.

Due to the following characteristics, we believe that our MAT
therapeutics may offer competitive advantages to immunotherapy treatments
offered by competitors if we are able to establish the efficacy and safety of
our MAT products and successfully bring these products to market:

- The translocation module of MAT immunotherapeutics provides for a rapid
  elimination of the allergen molecule from the systemic environment, thereby
  preventing the binding of the immunotherapeutic to the patients existing
  allergen specific IgE antibodies and the resulting allergic reactions.
- The targeting module of MAT immunotherapeutics provides for an improved
  presentation of the allergen to the immune system and therefore for an
  efficient protective immune response.
- The intralymphatic administration of MAT molecules provides for novel route
  of administration and for an efficient delivery of the immunotherapeutic to
  the immune system thereby significantly reducing the required number of
  injections (more than 10 fold) and the allergen doses (as much as hundred
  fold).

The following factors associated with our MAT
immunotherapeutics may result in patients opting for treatments offered by
competitors even if we are able to bring our MAT immunotherapeutics to market:

- Patients might perceive intralymphatic injection as being more painful than
  subcutaneous injections and therefore opt for the traditional subcutaneous
  immunotherapy.
- Physicians might perceive intralymphatic injection as being more painful
  and more complicated to administer than subcutaneous injections and therefore
  recommend the traditional subcutaneous immunotherapy to their patients.
- MAT immunotherapy might not be perceived to be as convenient as competitive
  products (such as oral or sublingual immunotherapy).

- 24 -

---

- MAT immunotherapeutics might not be perceived to be as safe and efficacious
  as competitive products.
- Products offered by competitors might be efficacious against allergies
  caused by several or multiple allergens from different sources, while MAT
  immunotherapy will be allergen specific.

GLOSSARY OF TECHNICAL TERMS

Term
    DefinitionAllergens
    Naturally occurring protein molecules that trigger an
      allergic reactionAllergic reaction
    An allergic reaction is the exaggerated immune response
      of a body to a harmless allergen. Symptoms of allergic reactions include
      allergic rhinitis, allergic asthma, allergic conjunctivitis, dermatitis,
      urticaria and gastroenteritis.Allergology
    The medical discipline of the study and treatment of
      allergic diseasesAntibody
    An antibody is a large Y-shaped protein used by the
      immune system to identify and neutralized foreign objects like bacteria
      and viruses. Each antibody recognizes a specific antigen unique to its
      targetAPC
    A cell known as an antigen presenting cell, which is an
      essential component of the immune systemBet v 1
    The primary allergen molecule present in birch pollenBLA
    Biological License Application filed with the FDA for
      marketing authorization of a biological pharmaceutical product.BMBF
    German Ministry for Education and ResearchCMO
    A contract manufacturing organization is an organization
      that manufactures pharmaceutical products according to GMP guideline for
      third parties.CRO
    A clinical research organizationEfficacy
    The characteristic of being effective in achieving a
      targeted resultEMEA
    European Agency for the Evaluation of Medicinal ProductsEx-vivo test
    Studies with materials obtained from animals or humans
      performed outside of the living body of an animal or humanFel d1
    The major allergen in cat danderFDA
    United States Food and Drug AdministrationGMP
    Good Manufacturing Practice, a term used to denote
      guidelines to ensure high quality in manufacturing, packaging, labelling,
      storage, installation and handling of pharmaceutical productsIgE antibody
    An antibody known as Immunoglobulin type EIgG antibody
    An antibody known as Immunoglobulin type GImmunogenicity
    The ability of a particular substance to induce an immune
      responseImmunotherapeutics
    Drugs that stimulate the immune system in a way that
      strengthens the bodys immune defence


- 25 -

---

Immunotherapy
    A treatment that stimulates the immune system in a way
      that strengthens the bodys immune defenceIntralymphatic Administration
    Administration of a substance directly into a patients
      lymph nodes by injectionIn-vivo test
    Studies performed on living animals or humans.IVN201 (Cat-MAT)
    Our lead product candidate to treat cat dander allergyMAT molecule
    A protein molecule that has been designed and constructed
      in order to contain our modular antigen transporter (MAT) technology for
      which we have submitted a patent application.PEI
    Paul Ehrlich Institute, the German government authority
      responsible for the regulation of the research, development and marketing
      of bio- pharmaceutical drugs and vaccines in GermanyPhase I/II clinical trial
    A drug candidate is studied in a limited number of
      subjects. These studies are undertaken to identify possible adverse
      effects and safety risks, and to determine the preliminary or potential
      efficacy of the product as well as dosage tolerance and optimal effective
      dose.Phase III clinical trial
    These studies are undertaken to demonstrate clinical
      efficacy and to further test for safety in an expanded patient population,
      ranging from 100 to several thousand.Product candidate
    A pharmaceutical compound in developmentRecombinant Protein
    A protein molecule that has been synthesized by genetic
      engineering in order to have the same molecular structure and properties
      as a naturally occurring protein moleculeSpecific Immunotherapy
    The treatment of allergic reactions by repeated injection
      of an allergen in order to achieve a desired immune system response to the
      allergenTh1 Cell
    Th1 cells enhance cell-mediated immune response and
      inhibit both Th2 subset cell activity and the bodys antibody immune
      response. Th1 is inflammatory, provides help to B-cells in IgG production
      and activates macrophagesTh2 Cell
    Th2 cells are a subset of T cells that inhibit
      cell-mediated immune response and enhance the bodys antibody immune
      response. Th2 cells produce cytokines which provide help to B-cells in IgE
      productionToxicology
    The study of adverse effects of a substance on living
      organisms. Studies of a drugs toxicity include which organs are targeted
      by the drug, as well as if there are any long-term carcinogenic effects or
      effects on mammalian reproduction


Item
2.               
Description of Property

Our principal executive offices are located at Feodor-Lynen
Strasse 5, D-30625 Hanover, Germany. These premises are provided to us pursuant
to a services agreement dated effective February 1, 2006 with Digilab BioVisioN
GmbH. The agreement is terminable by either us or Digilab by giving three months
notice at the end of any quarter. Under the services agreement, we are provided
with office premises, laboratory equipment and facilities, information
technology equipment and services and staff infrastructure. We pay a fixed
amount of 8,500 Euros per month ($11,200 per month based on an

- 26 -

---

exchange rate of $1.32/1.00 Euro) for premises, information
technology and secretarial staff support. These premises are presently adequate
for our current business purposes.

Item
3.                
Legal Proceedings

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

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

No matters were submitted to our security holders for a vote
during the year ended December 31, 2006.

PART II  FINANCIAL INFORMATION

Item
5.                
Market for Common Equity and Related Stockholder Matters

Market Information

There is presently no public market for our common stock. We
currently plan to have our common stock quoted on the National Association of
Securities Dealers Inc.s OTC Bulletin Board after initiation of first human
clinical trials which is expected by the end of the year 2007. In order for our
common stock to be quoted on the OTC BB, a market maker that is a member of the
NASD must make application to seek quotation of our common stock on the OTC BB.
We presently do not have any arrangement with any market maker to submit an
application to NASD for the quotation of our common stock on the OTC BB.
Accordingly, we can provide no assurance that our shares will be traded on the
OTC Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As at March 19, 2007, we had 62 registered holders of our
common stock.

Dividends

There are no restrictions in our articles of incorporation or
by-laws that prevent us from declaring dividends. The declaration of dividends
is at the discretion of our board. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

- We would not be able to pay our debts as they become due in the usual
  course of business; or
- Our total assets would be less than the sum of our total liabilities plus
  the amount that would be needed to satisfy the rights of stockholders who have
  preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to
declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

We completed an offering of 7,575,000 shares of our common
stock at a price of $0.001 per share to an aggregate of nine purchasers on June
30, 2006, for total proceeds of $7,575, immediately prior to our merger with
ImVisioN GmbH. Of these shares, 1,300,000 shares were purchased by Dr. Martin
Steiner, our chief executive officer and a director, and 1,300,000 shares were
purchased by Dr. Horst Rose, our chief operating officer and a director. We
completed this offering pursuant to Section 4(2) of the Securities Act. None of
the securities were sold through an underwriter and accordingly, there were no

- 27 -

---

underwriting discounts or commissions involved. No registration
rights were granted to any of the subscribers. The 7,575,000 shares of common
stock are restricted shares, as defined in the Securities Act, and have been
endorsed with a legend confirming that the shares cannot be resold or
transferred unless registered under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act.

We completed an offering of 20,400,000 shares of our common
stock at a deemed aggregate price of $4,228,920 to Nextech Venture LP for the
purchase of all of the outstanding capital of ImVisioN GmbH. We completed this
offering pursuant to Section 4(2) of the Securities Act. Nextech Venture
represented that it is an accredited investor within the meaning of Rule 501
of Regulation D and its intention to acquire the securities for investment only
and not with a view toward distribution. None of the securities were sold
through an underwriter and accordingly, there were no underwriting discounts or
commissions involved. Piggyback registration rights were granted to Nextech
Venture LP in the share purchase agreement entered into between us and Nextech
Venture for the acquisition of ImVisioN GmbH. The 20,400,000 shares of common
stock are restricted shares, as defined in the Securities Act, and have been
endorsed with a legend confirming that the shares cannot be resold or
transferred unless registered under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act.

We completed an offering of 8,000,000 shares of our common
stock at a price of $0.25 per share to a total of fifty-four purchasers on
August 21, 2006. The total proceeds from this offering were $2,000,000. Of these
shares, 4,600,000 shares were purchased by Nextech Venture LP, our principal
shareholder. We completed this offering pursuant to Rule 903 of Regulation S of
the Securities Act to non-U.S. purchasers. Each sale of shares to was completed
as an offshore transaction, as defined in Rule 902(h) of Regulation S, on the
basis that: (i) the investor was not a U.S. person, as defined in Regulation S,
and was not acquiring the shares for the account or benefit of a U.S. Person,
(ii) the investor was outside of the United States at the time the offer to
purchase the shares was made; (iii) at the time the subscription agreement for
the shares was executed, the investor was outside of the United States or we had
a reasonable belief that the investor was outside of the United States; (iv) we
did not engage in any directed selling efforts, as defined in Regulation S, in
the United States. Appropriate legends have been affixed to the stock
certificate issued to each purchaser confirming that the shares cannot be resold
or transferred other than pursuant to Regulation S, registration under the
Securities Act or an exemption from the registration requirements of the
Securities Act. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.

Item
6.                
Managements Discussion and Analysis or Plan of Operation

The following discussion of our financial condition, changes in
financial condition and results of operations for the year ended December 31,
2006 should be read in conjunction with our audited consolidated financial
statements and related notes for the year ended December 31, 2006.

Our Plan of Operations

We are focused on the development of novel immunotherapeutics
based on our proprietary Modular-Antigen-Transporter (MAT) technology platform
to treat allergic diseases. Our lead product is IVN201, which is a MAT molecule
that we have targeted for the treatment of allergic reactions to cat dander. We
are also investigating product candidates that are MAT molecules for the
treatment of allergic reactions to birch pollen and dust mites. Our product
candidates are all presently in the preclinical phase of development. We are
seeking to raise financing in order to complete preclinical development and to
commence clinical testing of our IVN201 product candidate and to continue the
preclinical research of our other MAT product candidates.

We have not completed the development of any of our products to
date. We must complete preclinical testing and clinical trials of our product
candidates in order to establish that our product candidates are effective and
safe. Our plan of operations for the next twelve months is to complete the
following

- 28 -

---

objectives within the time periods and within the budgets
specified:

- We plan to complete the preclinical development of IVN201 and to start the
  first human clinical study, IVN-CAT-01b with the substance. We anticipate that
  we will spend approximately $1,200,000 over the next twelve months in carrying
  out these studies.
- We plan to complete further preclinical investigations of our Birch-MAT
  product candidate. Part of these preclinical investigations will be co-funded
  through a grant from the BMBF and we anticipate that we will spend
  approximately $700,000 on this project over the next twelve months. Our
  objective is to identify the clinical product candidate for Birch-MAT in the
  second quarter of 2007.
- We plan to complete further preclinical investigations of our Mite-MAT
  product candidate. Part of these preclinical investigations will be co-funded
  through a grant from the BMBF and we anticipate that we will spend
  approximately $650,000 on this project over the next twelve months. Our
  objective is to identify the clinical product candidate for Mite-MAT by the
  middle of 2007.
- We plan to incur general and administrative expenses, including salaries of
  employees, fees to be paid to consultants, office overhead and accounting,
  legal and audit professional expenses, of approximately $650,000 over the next
  twelve months.
- We plan to incur costs for licensing fees and milestone payments for third
  party licenses of approximately $650,000 over the next twelve months.
- We plan to incur approximately $100,000 in connection with (i) our
  continuous disclosure obligations as a reporting company under the Securities
  Exchange Act of 1934, and (ii) our registration statement for our planned
  offering of common shares. These expenses will consist primarily of
  professional fees.

As at December 31, 2006, we had cash of $1,765,885 and working
  capital of $1,553,191. Our planned expenditures over the next twelve months,
  as outlined above, are $3,950,000. While we raised $2,000,000 in private placement
  financing in August 2006, our financial requirements remain in excess of our
  cash reserves and working capital. Accordingly, we anticipate that we will require
  financing in the amount of approximately $4,000,000 in order to carry out our
  plan of operations for the next twelve months.

During the twelve month period following the date hereof, we
anticipate that we will only generate revenues from our research grant but no
revenues from product sales. We anticipate based on our current cash and working
capital and our planned expenses that we will be able to continue our plan of
operations until the end of May 2007 without additional financing. We will
require substantial additional financing in order to complete development and
commercialization of drugs incorporating our MAT technology in order to earn
revenues that exceed our operating expenses. We anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. We anticipate that debt financing will not be available to us. We may
also seek to obtain additional financing from our principal shareholders,
although none of our shareholders have committed to advance any shareholder
loans to us. We presently have no arrangements in place for additional
financing. In the absence of such additional financing, we may not be able to
continue our plan of operations beyond May 2007 and our business plan may fail.
If we do not obtain the required additional financing, we will initially scale
back our research and development programs and may ultimately be forced to
abandon our research and development and business activities.

- 29 -

---

Presentation of Financial Information

We acquired all of the outstanding capital of ImVisioN GmbH
from Nextech Venture effective June 30, 2006. We issued 20,400,000 shares of our
common stock to Nextech Venture as consideration for all of the outstanding
capital of ImVisioN GmbH. As a result of this transaction, ImVisioN GmbH became
our wholly owned subsidiary and Nextech Venture became our principal
shareholder. Notwithstanding its legal form, our acquisition of ImVisioN GmbH
has been accounted for as a reverse acquisition since the acquisition resulted
in the former owner of ImVisioN GmbH owning the majority of our issued and
outstanding shares. Because we were a newly incorporated company with nominal
net non-monetary assets, we have accounted for the acquisition as an issuance of
stock by us accompanied by a recapitalization.

Critical Accounting Policies

Development Stage

We are in the development stage as defined by Financial
Accounting Standards No. 7. We are devoting substantially all of our present
efforts to establish a new business. All losses accumulated since inception have
been considered as part of our development stage activities.

Foreign Currency Translations

Our functional currency is Euros. Our reporting currency is the
U.S. dollar. All transactions initiated in other currencies are re-measured into
the functional currency as follows:

- Monetary assets and liabilities at the rate of exchange in effect at the
  balance sheet date,
- Non-monetary assets and liabilities, and equity at historical rates, and
- Revenue and expense items at the average rate of exchange prevailing during
  the period.

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

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

- Assets and liabilities at the rate of exchange in effect at the balance
  sheet date,
- Equity at historical rates, and
- Revenue and expense items at the average rate of exchange prevailing during
  the period.

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

Research and Development Expenses

Our research and development costs are expensed as incurred.
These expenses include the costs of our proprietary research and development
efforts, as well as costs incurred in connection with our third-party
collaboration efforts. Pre-approval milestone payments made by us to third
parties under contracted research and development arrangements are expensed when
the specific milestone has been achieved. Once the product receives regulatory
approval, we record any subsequent milestone payments in identifiable intangible
assets, less accumulated amortization and amortize them evenly over the
remaining

- 30 -

---

agreement term or the expected product life cycle, whichever is
shorter. We have no third-party research and development arrangements that
result in the recognition of revenue.

Results Of Operations  Years Ended December 31, 2006 and
2005

References to the discussion below to fiscal 2006 are to our
current fiscal year ended December 31, 2006. References to fiscal 2005 are to
our fiscal year ended December 31, 2005, respectively.

|                                      |   |              |   |   | From         |   |   | Cumulative From    |  
|------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------ | -
|                                      |   | For the      |   |   | Inception    |   |   | Inception          |  
|                                      |   | Year         |   |   | (January 28, |   |   | (January 28, 2005) |  
|                                      |   | Ended        |   |   | 2005) to     |   |   | to                 |  
|                                      |   | December 31, |   |   | December 31, |   |   | December 31,       |  
|                                      |   | 2006         |   |   | 2005         |   |   | 2006               |  
|                                      |   |              |   |   |              |   |   |                    |  
|Revenues                              |   |              |   |   |              |   |   |                    |  
|                                      |   |              |   |   |              |   |   |                    |  
|Grants                                | $ | 149,578      |   | $ | -            |   | $ | 149,578            |  
|                                      |   |              |   |   |              |   |   |                    |  
|                                      |   |              |   |   |              |   |   |                    |  
|Operating Expenses                    |   |              |   |   |              |   |   |                    |  
|Administration fees                   |   | 151,849      |   |   | 105,379      |   |   | 257,228            |  
|Depreciation                          |   | 838          |   |   | -            |   |   | 838                |  
|Listing and transfer
      agent fees |   | 359,588      |   |   | -            |   |   | 359,588            |  
|Office and general                    |   | 18,112       |   |   | 39,250       |   |   | 57,362             |  
|Patent costs                          |   | 86,093       |   |   | 73,024       |   |   | 159,117            |  
|Professional fees                     |   | 313,180      |   |   | 87,675       |   |   | 400,855            |  
|Research and
      development        |   | 1,332,054    |   |   | 645,389      |   |   | 1,977,443          |  
|Salaries and benefits                 |   | 489,764      |   |   | 280,000      |   |   | 769,764            |  
|Travel                                |   | 59,949       |   |   | 48,908       |   |   | 108,857            |  
|Write-down of patents                 |   | -            |   |   | 703,922      |   |   | 703,922            |  
|                                      |   |              |   |   |              |   |   |                    |  
|Total Operating Expenses              |   | 2,811,427    |   |   | 1,983,547    |   |   | 4,794,974          |  
|                                      |   |              |   |   |              |   |   |                    |  
|                                      |   |              |   |   |              |   |   |                    |  
|Loss from Operations                  |   | (2,661,849   | ) |   | (1,983,547   | ) |   | (4,645,396         | )
|                                      |   |              |   |   |              |   |   |                    |  
|                                      |   |              |   |   |              |   |   |                    |  
|Other Income                          |   |              |   |   |              |   |   |                    |  
|Interest income                       |   | 21,497       |   |   | -            |   |   | 21,497             |  
|                                      |   |              |   |   |              |   |   |                    |  
|Net Loss                              | $ | (2,640,352   | ) | $ | (1,983,547   | ) | $ | (4,623,899         | )

Revenue

We earned revenues of $149,578 in fiscal 2006 from a research
grant which we were awarded in 2006 by the BMBF (German Ministry for Education
and Research). We anticipate that we will earn additional revenues over the next
twelve months from this grant but that we will not earn any revenues from the
sale of our products.

Administration Fees

Administration fees include amounts that we pay to Digilab
BioVisioN under our service agreement for office premises, laboratory equipment
and facilities, information technology equipment and services and staff
infrastructure.

Our administration fees increased by 44% to $151,849 in fiscal
2006 from $105,379 in fiscal 2005 primarily due the fact that we had only nine
months of operations in fiscal 2005.

- 31 -

---

Listing and transfer agent Fees

Listing fees of $359,588 incurred during fiscal 2006 were
attributable to amounts paid under our agreement with DeBondo Capital and for
filing fees and transfer agent fees. In 2005 we did not incur any listing or
transfer agent fees.

Office and General

Office and general expenses included telephone, postage,
courier services, insurance, internet and general administrative expenses.

Our office and general expenses decreased by 54% to $18,112 in
fiscal 2006 from $39,250 in fiscal 2005 mainly due to higher costs incurred in
the start up of our operations in fiscal 2005.

Patent Costs

Patent costs include costs paid in connection with our
applications for patents with government patent offices under patent legislation
and reimbursement of such costs to our licensors, where applicable.

In fiscal 2006, our patent costs increased by 18% to $86,093
from $73,024 in fiscal 2005.

Professional Fees

Our professional fees include accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and legal expenses.

We incurred professional expenses during fiscal 2005 in
connection with our corporate organization and the execution of various
intellectual property and collaboration agreements.

Professional expenses during fiscal 2006 were attributable to
our corporate reorganization, our acquisition of ImVisioN GmbH, the preparation
and audit of our financial statements for fiscal 2005 and 2006 and the
preparation and review of our quarterly interim financial statements. As a
result, our professional expenses increased by 257% to $313,180 in fiscal 2006
from $87,675 in fiscal 2005.

Research and Development

Research and development expenses are those expenses
attributable to the pre-clinical and clinical research and development of our
MAT technology. These amounts include amounts paid to our collaboration partners
and to our external consultants under their consultant agreements.

Research and development expenses in fiscal 2005 included
amounts paid to IKFE under the IVN CAT-01a pre-clinical study and amounts paid
to Strathmann Biotech under our agreement with Strathmann Biotech for the
manufacture of IVN201 for clinical trials. Research and development expenses
increased by 106% to $1,332,054 in fiscal 2006 from $645,389 in fiscal 2005 as a
result of our increased research and development activities. Our increased
research and development expenses in fiscal 2006 was primarily due to higher
amounts paid to Strathmann Biotech for the development of a GMP manufacturing
process for IVN 201, amounts paid to Therapeomic AG for formulation development
and amounts paid to RCC for the conduct of toxicology studies.

Salaries And Wages

Salaries and wages are primarily comprised of salaries paid to
employees of ImVisioN Therapeutics who are employed at our research and
development facility in Hannover. Included in salaries and benefits are the
amounts that we pay to Dr. Steiner and Prof. Dr. Rose under their employment
agreements. Salaries

- 32 -

---

increased by 75% to $489,764 in fiscal 2006 from $280,000 in
fiscal 2005 due to a full year of operations in fiscal 2006 and to our hiring
additional laboratory personnel.

Travel

Travel expenses are comprised of travel expenses associated
with our business operations. Our travel expenses increased by 22% to $59,949 in
fiscal 2006 from $48,908 in fiscal 2005 mainly due to only nine months of
operations in fiscal 2005.

Write Down of Patents

We attributed an amount of $678,090 to the MAT technology that
ImVisioN acquired from BioVisioN in January 2005. We attributed an amount of
$25,832 to the patent rights acquired from Productomics in March 2005. Each of
these amounts was expensed during fiscal 2005 as the amounts did not meet the
criteria for capitalization as set out in SFAS No. 86.

Interest Income

Interest income is derived from interest on our money market
  account. Interest income increased to $21,497 in fiscal 2006 due to a higher
  cash balance during fiscal 2006.

LIQUIDITYANDCAPITALRESOURCES

Cash and Working Capital

As at December 31, 2006, we had cash of $1,765,885 and working
capital of $1,553,191.

Plan Of Operations

Our planned expenditures over the next twelve months are $3,950,000.
  While we raised $2,000,000 in private placement financing in August 2006, our
  financial requirements remain in excess of our cash reserves and working capital.
  Accordingly, we anticipate that we will require financing in the amount of approximately
  $4,000,000 in order to carry out our plan of operations for the next twelve
  months. As we anticipate that we will not earn any revenues during the next
  twelve months, we anticipate that our cash and working capital will not be sufficient
  to enable us to undertake our plan of operations over the next twelve months
  without our obtaining additional financing. Accordingly, we anticipate that
  we will require additional financing in order to enable us to sustain our operations
  for the next twelve months, as outlined above under Plan of Operations.
  We are presently planning an offering of 10,000,000 shares of our common stock
  at a price of $0.40 per share in order to raise this required financing, however
  there is no assurance that this financing will be completed.

Cash Used In Operating Activities

We used cash in operating activities in the amount of
$2,580,252 during fiscal 2006, compared to cash used in operating activities in
the amount of $1,140,831 during fiscal 2005 and $3,721,083 during the period
from inception (January 28, 2005) to fiscal 2006 . Cash used in operating
activities was funded by cash from financing activities.

Cash From Investing Activities

We used cash in investing activities in the amount of $45,374
during fiscal 2006, compared to cash used in investing activities in the amount
of $25,832 during fiscal 2005 and $71,206 during the period from inception
(January 28, 2005) to fiscal 2006. Cash used in investing activities during
fiscal 2006 was attributable to the acquisition of laboratory equipment
partially offset by cash acquired in the acquisition of ImVisioN GmbH.

- 33 -

---

Cash from Financing Activities

We generated cash from financing activities in the amount of
$4,183,803 during fiscal 2006, compared cash generated from financing activities
in the amount of $1,261,740 during fiscal 2005 and $5,445,543 during the period
from inception (January 28, 2005) to fiscal 2006. Cash generated by financing
activities in fiscal 2005 was attributable to capital contributions advanced by
Nextech Venture, our principal shareholder, and by BioVisioN, the former sole
shareholder of ImVisioN GmbH. Cash generated by financing activities in fiscal
2006 was attributable to:

- additional capital contributions advanced by Nextech Venture; and
- our completion of a private placement of 8,000,000 shares of our common
  stock at a price of $0.25 per share for total proceeds of $2,000,000.

GOINGCONCERN

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

FUTUREFINANCINGS

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

OFF-BALANCESHEETARRANGEMENTS

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

Item
7.                
Financial Statements

The following audited consolidated financial statements of
ImVisioN Therapeutics Inc. (the Company) are included in this Annual report on
Form 10-KSB:

- 34 -

---

|                                                                                                                                                                               | Page
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|                                                                                                                                                                               |     
|Report of Independent Registered Public
      Accounting Firm, WithumSmith+Brown, P.C., December 31, 2006                                                                      | F-1 
|                                                                                                                                                                               |     
|Report of Independent Registered Public
      Accounting Firm, Staley Okada & Partners, Chartered Accountants, December
      31, 2005                                         | F-2 
|                                                                                                                                                                               |     
|Consolidated Balance Sheets as at December
      31, 2006 and 2005                                                                                                             | F-3 
|                                                                                                                                                                               |     
|Consolidated Statements of Operations for
      the years ended December 31, 2006 and 2005 and for the period from incorporation
      (January 28, 2005) to December 31, 2006 | F-4 
|                                                                                                                                                                               |     
|Consolidated Statements of Changes in Stockholders
      Deficiency for the period from incorporation (January 28, 2005) to December
      31, 2006                           | F-5 
|                                                                                                                                                                               |     
|Consolidated Statements of Cash Flows for
      the years ended December 31, 2006 and 2005 and for the period from incorporation
      (January 28, 2005) to December 31, 2006 | F-6 
|                                                                                                                                                                               |     
|Notes to Consolidated Financial Statements                                                                                                                                     | F-7 

- 35 -

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of 
  ImVisioN Therapeutics, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of
  ImVisioN Therapeutics, Inc. and Subsidiary (a development stage company) as
  of December 31, 2006, and the related consolidated statements of operations,
  stockholders equity (deficiency) and cash flows for the year then ended,
  and for the period from January 28, 2005 (date of inception) to December 31,
  2006. These consolidated financial statements are the responsibility on the
  Companys management. Our responsibility is to express an opinion on these
  consolidated financial statements based on our audit. The Companys consolidated
  financial statements as of and the period from January 28, 2005 (date of inception)
  through December 31, 2005 were audited by other auditors whose report, dated
  August 5, 2006, except as to (i) Note 8(d) to the 2005 financial statements
  which is as at August 25, 2006; and (ii) Note 1 to the 2005 financial statements
  which is as at September 27, 2006, expressed an unqualified opinion on those
  statements. The consolidated financial statements for the period from January
  28, 2005 (date of inception) through December 31, 2005 reflect total revenues
  and net loss of $-0- and $1,983,547, respectively, of the related totals. The
  other auditors report has been furnished to us, and our opinion, insofar
  as it relates to the amounts included for such prior periods, is based solely
  on the report of such other auditors.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the consolidated financial statements are free of material misstatement. An
  audit 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 audit and the report of other auditors provide a reasonable basis for
  our opinion.

In our opinion, based on our audit and the report of other auditors,
  the consolidated financial statements referred to above present fairly, in all
  material respects, the consolidated financial position of ImVisioN Therapeutics,
  Inc. and Subsidiary as of December 31, 2006, and the consolidated results of
  their operations and their cash flows for the year then ended, and for the period
  from January 28, 2005 (date of inception) to December 31, 2006, in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 1, the Company is currently in the development stage, had a net loss
  of approximately $2,640,000 for the year ended December 31, 2006 and had a deficit
  accumulated under the development stage of approximately $4,624,000 as of December
  31, 2006. Further, the Company had utilized, from inception, approximately $3,721,000
  of cash from operating activities. These matters raise substantial doubt about
  the Companys ability to continue as a going concern. Managements
  plans in regard to these matters are also described in Note 1. The consolidated
  financial statements do not include any adjustments that might result from the
  outcome of this uncertainty.



/s/ WithumSmith+Brown, P.C. 
  Princeton, New Jersey 
  March 29, 2007

F-1

---

| | 
| | 

Report of Independent Registered Public Accounting Firm

---

To the Stockholder of ImVisioN Therapeutics Inc.:

We have audited the accompanying balance sheet of ImVisioN Therapeutics Inc.
  (the “Company”) as at December 31, 2005 and the related statement
  of changes in stockholder’s deficiency, operations, and cash flows for
  the period ended December 31, 2005. 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 audit.

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

In our opinion, after giving retroactive effect to the adjustment described
  in Note 1, the financial statements referred to above present fairly, in all
  material respects, the financial position of the Company as at December 31,
  2005, and the results of its operations and its cash flows for the period ended
  December 31, 2005, in conformity with United States generally accepted accounting
  principles.

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 is dependent upon financing to continue operations,
  had suffered losses from operations and has total liabilities that exceed total
  assets. These matters raise substantial doubt about the Company's ability to
  continue as a going concern. Management's plans in regards to these matters
  are discussed in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

|Vancouver, B.C., Canada
      August 5, 2006, *except as to (i) Note 8(d) of the December 31, 2005
      financial statements which is as at August 25, 2006; and (ii) Note 1 of
      the December 31, 2005 financial statements, which is as at September 27,
      2006* | “Staley, Okada & Partners”
      STALEY, OKADA & PARTNERS
      CHARTERED ACCOUNTANTS
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------

---



---

ImVisioN Therapeutics Inc. and Subsidiary(A Development Stage Company)Consolidated Balance SheetsDecember 31, 2006 and 2005US Funds

|ASSETS                                                          |   | 2006       |   |   | 2005       |  
|--------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|Current Assets                                                  |   |            |   |   |            |  
|Cash and cash equivalents                                       | $ | 1,765,885  |   | $ | 106,621    |  
|Other receivables                                               |   | 83,273     |   |   | 53,393     |  
|Prepaid expenses                                                |   | 1,431      |   |   | 33,754     |  
|Total Current Assets                                            |   | 1,850,589  |   |   | 193,768    |  
|                                                                |   |            |   |   |            |  
|Equipment, net                                                  |   | 51,931     |   |   | -          |  
|                                                                | $ | 1,902,520  |   | $ | 193,768    |  
|                                                                |   |            |   |   |            |  
|LIABILITIES                                                     |   |            |   |   |            |  
|Current Liabilities                                             |   |            |   |   |            |  
|Accounts payable                                                | $ | 161,947    |   | $ | 186,126    |  
|Accrued liabilities                                             |   | 135,451    |   |   | 39,815     |  
|Total Current Liabilities                                       |   | 297,398    |   |   | 225,941    |  
|                                                                |   |            |   |   |            |  
|                                                                |   |            |   |   |            |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                               |   |            |   |   |            |  
|Capital Stock                                                   |   |            |   |   |            |  
|Common Stock, $0.001 par
      value, 100,000,000 shares        |   |            |   |   |            |  
|authorized,
      35,975,000 and 20,400,000 shares issued and   |   |            |   |   |            |  
|outstanding
      at December 31, 2006 and 2005, respectively   |   | 35,975     |   |   | 20,400     |  
|Preferred Stock, $0.001 par value, 5,000,000
      shares       |   |            |   |   |            |  
|authorized,
      no shares issued and outstanding at December  |   |            |   |   |            |  
|31, 2006 and
      2005, respectively                           |   | -          |   |   | -          |  
|Additional paid-in capital                                      |   | 5,402,325  |   |   | 1,241,340  |  
|Contributed Surplus                                             |   | 678,090    |   |   | 678,090    |  
|Accumulated Other Comprehensive Income
       Foreign Currency |   |            |   |   |            |  
|Translation                                                     |   | 112,631    |   |   | 11,544     |  
|Deficit Accumulated during
      the development stage         |   | (4,623,899 | ) |   | (1,983,547 | )
|Total Stockholders Equity (Deficiency)                         |   | 1,605,122  |   |   | (32,173    | )
|                                                                | $ | 1,902,520  |   | $ | 193,768    |  

- See accompanying notes, which are an integral part of the consolidated
  financial statements -

F-3

---

ImVisioN Therapeutics Inc. and Subsidiary(A Development Stage Company)Consolidated Statements of OperationsUS Funds

|                                      |   |              |   |   | From         |   |   | Cumulative From |  
|------------------------------------- | - | ------------ | - | - | ------------ | - | - | --------------- | -
|                                      |   | For the      |   |   | Inception    |   |   | Inception       |  
|                                      |   | Year         |   |   | (January 28, |   |   | (January 28,    |  
|                                      |   | Ended        |   |   | 2005) to     |   |   | 2005) to        |  
|                                      |   | December 31, |   |   | December 31, |   |   | December 31,    |  
|                                      |   | 2006         |   |   | 2005         |   |   | 2006            |  
|                                      |   |              |   |   |              |   |   |                 |  
|Revenues                              |   |              |   |   |              |   |   |                 |  
|                                      |   |              |   |   |              |   |   |                 |  
|Grants                                | $ | 149,578      |   | $ | -            |   | $ | 149,578         |  
|                                      |   |              |   |   |              |   |   |                 |  
|                                      |   |              |   |   |              |   |   |                 |  
|Operating Expenses                    |   |              |   |   |              |   |   |                 |  
|Administration fees                   |   | 151,849      |   |   | 105,379      |   |   | 257,228         |  
|Depreciation                          |   | 838          |   |   | -            |   |   | 838             |  
|Listing and transfer agent
      fees |   | 359,588      |   |   | -            |   |   | 359,588         |  
|Office and general                    |   | 18,112       |   |   | 39,250       |   |   | 57,362          |  
|Patent costs                          |   | 86,093       |   |   | 73,024       |   |   | 159,117         |  
|Professional fees                     |   | 313,180      |   |   | 87,675       |   |   | 400,855         |  
|Research and development              |   | 1,332,054    |   |   | 645,389      |   |   | 1,977,443       |  
|Salaries and benefits                 |   | 489,764      |   |   | 280,000      |   |   | 769,764         |  
|Travel                                |   | 59,949       |   |   | 48,908       |   |   | 108,857         |  
|Write-down of patents                 |   | -            |   |   | 703,922      |   |   | 703,922         |  
|                                      |   |              |   |   |              |   |   |                 |  
|Total Operating Expenses              |   | 2,811,427    |   |   | 1,983,547    |   |   | 4,794,974       |  
|                                      |   |              |   |   |              |   |   |                 |  
|                                      |   |              |   |   |              |   |   |                 |  
|Loss from Operations                  |   | (2,661,849   | ) |   | (1,983,547   | ) |   | (4,645,396      | )
|                                      |   |              |   |   |              |   |   |                 |  
|Other Income                          |   |              |   |   |              |   |   |                 |  
|Interest income                       |   | 21,497       |   |   | -            |   |   | 21,497          |  
|                                      |   |              |   |   |              |   |   |                 |  
|Net Loss                              | $ | (2,640,352   | ) | $ | (1,983,547   | ) | $ | (4,623,899      | )
|                                      |   |              |   |   |              |   |   |                 |  
|Basic and Diluted Loss Per            |   |              |   |   |              |   |   |                 |  
|Share of Common Stock                 |   |              |   |   |              |   |   |                 |  
|Outstanding                           | $ | (0.10        | ) | $ | (0.10        | ) |   |                 |  
|                                      |   |              |   |   |              |   |   |                 |  
|Weighted Average Shares of            |   |              |   |   |              |   |   |                 |  
|Common Stock Outstanding              |   | 27,154,452   |   |   | 20,400,000   |   |   |                 |  
|                                      |   |              |   |   |              |   |   |                 |  
|Comprehensive Loss                    |   |              |   |   |              |   |   |                 |  
|Loss for the period                   | $ | (2,640,352   | ) | $ | (1,983,547   | ) | $ | (4,623,899      | )
|Foreign currency translation          |   |              |   |   |              |   |   |                 |  
|adjustment                            |   | 101,087      |   |   | 11,544       |   |   | 112,631         |  
|Total Comprehensive Loss for          |   |              |   |   |              |   |   |                 |  
|the
      Period                      | $ | (2,539,265   | ) | $ | (1,972,003   | ) | $ | (4,511,268      | )

- See accompanying notes, which are an integral part of the consolidated
  financial statements -

F-4

---

ImVisioN Therapeutics Inc. and Subsidiary(A Development Stage Company)Consolidated Statements of Changes in Stockholders
  Equity (Deficiency)US Funds

|                                                                     |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   | Deficit     |   |   |               |  
|-------------------------------------------------------------------- |  | ------------------ |  | - | ------- |  | - | ----------- | - | - | ------------- |  | - | ----------- |  | - | ----------- | - | - | ------------- | -
|                                                                     |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   | Accumulated |   |   | Total         |  
|                                                                     |  |                    |  |   |         |  |   | Additional  |   |   |               |  |   | Accumulated |  |   | During the  |   |   | Stockholders |  
|                                                                     |  | Common
      Stock |  |   | Paid-in |  |   | Contributed |   |   | Comprehensive |  |   | Development |  |   | Equity      |  
|                                                                     |  | Shares             |  |   | Amount  |  |   | Capital     |   |   | Surplus       |  |   | Income      |  |   | Stage       |   |   | (Deficiency)  |  
|                                                                     |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|Balance  Date of Inception, January,                                |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|28, 2005                                                             |  | 20,400,000         |  | $ | 20,400  |  | $ | 12,193      |   | $ | -             |  | $ | -           |  | $ | -           |   | $ | 32,593        |  
|Capital contribution  May
      2, 2005                             |  | -                  |  |   | -       |  |   | 308,616     |   |   | -             |  |   | -           |  |   | -           |   |   | 308,616       |  
|Capital contribution  May
      31, 2005                            |  | -                  |  |   | -       |  |   | 99,792      |   |   | -             |  |   | -           |  |   | -           |   |   | 99,792        |  
|Capital contribution  July
      1, 2005                            |  | -                  |  |   | -       |  |   | 157,352     |   |   | -             |  |   | -           |  |   | -           |   |   | 157,352       |  
|Capital contribution  July
      29, 2005                           |  | -                  |  |   | -       |  |   | 145,668     |   |   | -             |  |   | -           |  |   | -           |   |   | 145,668       |  
|Capital contribution  August
      29, 2005                         |  | -                  |  |   | -       |  |   | 122,850     |   |   | -             |  |   | -           |  |   | -           |   |   | 122,850       |  
|Capital contribution  September
      29,                           |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|2005                                                                 |  | -                  |  |   | -       |  |   | 36,120      |   |   | -             |  |   | -           |  |   | -           |   |   | 36,120        |  
|Capital contribution  October
      28,                             |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|2005                                                                 |  | -                  |  |   | -       |  |   | 206,363     |   |   | -             |  |   | -           |  |   | -           |   |   | 206,363       |  
|Capital contribution  November
      30,                            |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|2005                                                                 |  | -                  |  |   | -       |  |   | 152,386     |   |   | -             |  |   | -           |  |   | -           |   |   | 152,386       |  
|Acquisition of patents                                               |  | -                  |  |   | -       |  |   | -           |   |   | 678,090       |  |   | -           |  |   | -           |   |   | 678,090       |  
|Loss for the period                                                  |  | -                  |  |   | -       |  |   | -           |   |   | -             |  |   | -           |  |   | (1,983,547  | ) |   | (1,983,547    | )
|Foreign currency translation                                         |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|adjustment                                                           |  | -                  |  |   | -       |  |   | -           |   |   | -             |  |   | 11,544      |  |   | -           |   |   | 11,544        |  
|                                                                     |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|Balance - December 31, 2005                                          |  | 20,400,000         |  |   | 20,400  |  |   | 1,241,340   |   |   | 678,090       |  |   | 11,544      |  |   | (1,983,547  | ) |   | (32,173       | )
|Capital contribution  January
      11,                             |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|2006                                                                 |  | -                  |  |   | -       |  |   | 118,420     |   |   | -             |  |   | -           |  |   | -           |   |   | 118,420       |  
|Capital contribution  January
      31,                             |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|2006                                                                 |  | -                  |  |   | -       |  |   | 265,650     |   |   | -             |  |   | -           |  |   | -           |   |   | 265,650       |  
|Capital contribution  March
      2, 2006                           |  | -                  |  |   | -       |  |   | 157,235     |   |   | -             |  |   | -           |  |   | -           |   |   | 157,235       |  
|Capital contribution  April
      4, 2006                           |  | -                  |  |   | -       |  |   | 214,830     |   |   | -             |  |   | -           |  |   | -           |   |   | 214,830       |  
|Capital contribution  May
      5, 2006                             |  | -                  |  |   | -       |  |   | 483,640     |   |   | -             |  |   | -           |  |   | -           |   |   | 483,640       |  
|Capital contribution  May
      31, 2006                            |  | -                  |  |   | -       |  |   | 303,264     |   |   | -             |  |   | -           |  |   | -           |   |   | 303,264       |  
|Capital contribution  June
      29, 2006                           |  | -                  |  |   | -       |  |   | 640,764     |   |   | -             |  |   | -           |  |   | -           |   |   | 640,764       |  
|Aquisition of ImVisioN GMBH -
      Recapitalization  June 30, 2006 |  | 7,575,000          |  |   | 7,575   |  |   | (14,818     | ) |   | -             |  |   | -           |  |   | -           |   |   | (7,243        | )
|Shares issued for cash at $0.25
      per                            |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|share 
      August 21, 2006                                        |  | 8,000,000          |  |   | 8,000   |  |   | 1,992,000   |   |   | -             |  |   | -           |  |   | -           |   |   | 2,000,000     |  
|Loss for the period                                                  |  | -                  |  |   | -       |  |   | -           |   |   | -             |  |   | -           |  |   | (2,640,352  | ) |   | (2,640,352    | )
|Foreign currency translation                                         |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|adjustment                                                           |  | -                  |  |   | -       |  |   | -           |   |   | -             |  |   | 101,087     |  |   | -           |   |   | 101,087       |  
|                                                                     |  |                    |  |   |         |  |   |             |   |   |               |  |   |             |  |   |             |   |   |               |  
|Balance  December 31, 2006                                          |  | 35,975,000         |  | $ | 35,975  |  | $ | 5,402,325   |   | $ | 678,090       |  | $ | 112,631     |  | $ | (4,623,899  | ) | $ | 1,605,122     |  

- See accompanying notes, which are an integral part of the consolidated
  financial statements -

F-5

---

ImVisioN Therapeutics Inc. and Subsidiary(A Development Stage Company)Consolidated Statements of Cash FlowsUS Funds

|                                                       |   |              |   |   |              |   |   | Cumulative   |  
|------------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                       |   |              |   |   | From         |   |   | From         |  
|                                                       |   | For the      |   |   | Inception    |   |   | Inception    |  
|                                                       |   | Year         |   |   | (January 28, |   |   | (January 28, |  
|                                                       |   | Ended        |   |   | 2005) to     |   |   | 2005) to     |  
|                                                       |   | December 31, |   |   | December 31, |   |   | December 31  |  
|                                                       |   | 2006         |   |   | 2005         |   |   | 2006         |  
|Cash flows from operating activities                   |   |              |   |   |              |   |   |              |  
|Net loss                                               | $ | (2,640,352   | ) | $ | (1,983,547   | ) | $ | (4,623,899   | )
|Adjustments to reconcile net loss to
      net cash    |   |              |   |   |              |   |   |              |  
|used by operating activities:                          |   |              |   |   |              |   |   |              |  
|Depreciation                                           |   | 838          |   |   | -            |   |   | 838          |  
|Write-down of patents                                  |   | -            |   |   | 703,922      |   |   | 703,922      |  
|Changes in operating assets and liabilities:           |   |              |   |   |              |   |   |              |  
|Other receivables                                      |   | (29,880      | ) |   | (53,393      | ) |   | (83,273      | )
|Prepaid expenses                                       |   | 32,323       |   |   | (33,754      | ) |   | (1,431       | )
|Accounts payable                                       |   | (24,179      | ) |   | 186,126      |   |   | 161,947      |  
|Accrued liabilities                                    |   | 80,998       |   |   | 39,815       |   |   | 120,813      |  
|Net cash used by operating activities                  |   | (2,580,252   | ) |   | (1,140,831   | ) |   | (3,721,083   | )
|                                                       |   |              |   |   |              |   |   |              |  
|Cash flows from investing activities                   |   |              |   |   |              |   |   |              |  
|Acquisition of patents                                 |   | -            |   |   | (25,832      | ) |   | (25,832      | )
|Acquisition of equipment                               |   | (52,769      | ) |   | -            |   |   | (52,769      | )
|Cash acquired on reverse
      acquisition transaction |   | 7,395        |   |   | -            |   |   | 7,395        |  
|Net cash used by investing activities                  |   | (45,374      | ) |   | (25,832      | ) |   | (71,206      | )
|                                                       |   |              |   |   |              |   |   |              |  
|Cash flows from financing activities                   |   |              |   |   |              |   |   |              |  
|Sale of common stock                                   |   | 2,000,000    |   |   | -            |   |   | 2,000,000    |  
|Capital contributions                                  |   | 2,183,803    |   |   | 1,261,740    |   |   | 3,445,543    |  
|Net cash provided by financing activities              |   | 4,183,803    |   |   | 1,261,740    |   |   | 5,445,543    |  
|                                                       |   |              |   |   |              |   |   |              |  
|Effect of exchange rate changes on cash
      and cash |   |              |   |   |              |   |   |              |  
|equivalents                                            |   | 101,087      |   |   | 11,544       |   |   | 112,631      |  
|                                                       |   |              |   |   |              |   |   |              |  
|Net Increase in Cash and Cash Equivalents              |   | 1,659,264    |   |   | 106,621      |   |   | 1,765,885    |  
|Cash and cash equivalents - Beginning
      of period  |   | 106,621      |   |   | -            |   |   | -            |  
|Cash and
      cash equivalents - End of Period        | $ | 1,765,885    |   | $ | 106,621      |   | $ | 1,765,885    |  

- See accompanying notes, which are an integral part of the consolidated
  financial statements -

F-6

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|1. | Organization and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Reverse Acquistion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On June 15, 2006, ImVisioN Therapeutics, Inc. (ImVisioN)
        was incorporated in the State of Nevada. Effective June 30, 2006, ImVisioN
        acquired 100% of the outstanding share capital of ImVisioN GmbH (GmbH),
        a development stage company, (see Note 2), which is also a limited liability
        company that was organized under the laws of Germany on January 28, 2005.
        In connection with this transaction, ImVisioN issued 20,400,000 shares
        of common stock to GmbHs sole stockholder, Nextech Venture, LP (Nextech)
        a Swiss venture capital firm. At the completion of this transaction, Nextech
        held approximately 73% of the outstanding common stock of ImVisioN and
        was able to exercise control over the management of ImVisioN.                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | For accounting purposes, the June 30, 2006 transaction
        has been accounted for as a reverse acquisition, whereby GmbH is deemed
        to have acquired ImVisioN. As a result of this reverse acquisition, the
        historical pre-acquisition financial statements of GmbH, (hereafter the
        Company), are deemed to be the historical operations of the Company and
        have been presented in these financial statements from the date of inception
        as a development stage company. Equity transactions have been restated
        from inception to reflect the common shares issued to GmbH stockholders
        in connection with this transaction. Also, at the time of this transaction,
        the Company had previously issued 7,575,000 shares to the shareholders
        of ImVisioN and equity has been reduced by $7,243, representing the stockholder
        deficit of ImVisioN at the date of the reverse acquisition.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Nature of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company focuses on the development of novel immunotherapeutics
        based on proprietary MAT (Modular  Antigen  Transporter) technology
        platform to treat allergic diseases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Going Concern and Liquidity Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The accompanying consolidated financial statements have
        been prepared assuming that the Company will continue as a going concern,
        which contemplates, among other things, the realization of assets and
        satisfaction of liabilities in the normal course of business. For the
        period ended December 31, 2006, the Company has a net loss of $2,640,352
        and an accumulated deficit of $4,623,899 and has incurred an accumulated
        operating cash flow deficit of $3,721,083 since inception. The Company
        intends to fund operations through sales and equity financing arrangements,
        which may be insufficient to fund its capital expenditures, working capital
        and other cash requirements for the following year.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Thereafter, the Company will be required to seek additional
        funds, either through sales and/or equity financing, to finance its long-term
        operations. The successful outcome of future activities cannot be determined
        at this time, and there is no assurance that, if achieved, the Company
        will have sufficient funds to execute its intended business plan or generate
        positive operating results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These factors, among others, raise substantial doubt
        about the Company's ability to continue as a going concern. The accompanying
        financial statements do not include any adjustments that might result
        from the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-7

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|2. | Significant Accounting Policies
|-- | -------------------------------
|   |                                
|   | a)                             
|   |                                
|   |                                
|   |                                
|   | b)                             
|   |                                
|   |                                
|   |                                
|   | c)                             
|   |                                
|   |                                
|   |                                
|   | d)                             
|   |                                
|   |                                
|   |                                
|   | e)                             
|   |                                
|   |                                
|   |                                
|   | f)                             
|   |                                
|   |                                
|   |                                
|   | g)                             
|   |                                
|   |                                

F-8

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|2. | Significant Accounting Policies
        Continued
|-- | --------------------------------------------------
|   |                                                   
|   | h)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   | i)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | j)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | k)                                                
|   |                                                   
|   |                                                   

F-9

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|2. | Significant Accounting Policies
        Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Impact of Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In September 2006, the Financial Accounting
        Standards Board (the FASB) issued SFAS No. 158, Employers
        Accounting for Defined Benefit Pension and Other Postretirement Plans
         an amendment of FASB Statements No. 87, 88, 106 and 132(R)
        ("SFAS 158). SFAS 158 requires an employer that sponsors one
        or more single-employer defined benefit plans to (a) recognize the overfunded
        or underfunded status of a benefit plan in its statement of financial
        position, (b) recognize as a component of other comprehensive income,
        net of tax, the gains or losses and prior service costs or credits that
        arise during the period but are not recognized as components of net periodic
        benefit cost pursuant to SFAS 87, Employers Accounting for
        Pensions, or SFAS 106, Employers Accounting for Postretirement
        Benefits Other Than Pensions, (c) measure defined benefit plan assets
        and obligations as of the date of the employers fiscal year-end,
        and (d) disclose in the notes to financial statements additional information
        about certain effects on net periodic benefit cost for the next fiscal
        year that arise from delayed recognition of the gains or losses, prior
        service costs or credits, and transition asset or obligation. SFAS 158
        is effective for the Companys fiscal year ending after December
        15, 2006. The adoption of SFAS 158 did not have a material impact on the
        Companys financial position, results of operations or cash flows.

F-10

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|3. | Impact of Recent Accounting Pronouncements
        Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In September 2006, the FASB issued SFAS No. 157, "Fair
        Value Measurement" ("SFAS 157"). The Statement provides guidance for using
        fair value to measure assets and liabilities. The Statement also expands
        disclosures about the extent to which companies measure assets and liabilities
        at fair value, the information used to measure fair value, and the effect
        of fair value measurement on earnings. This Statement applies under other
        accounting pronouncements that require or permit fair value measurements.
        This Statement does not expand the use of fair value measurements in any
        new circumstances. Under this Statement, fair value refers to the price
        that would be received to sell an asset or paid to transfer a liability
        in an orderly transaction between market participants in the market in
        which the entity transacts. SFAS 157 is effective for the Company for
        fair value measurements and disclosures made by the Company in its fiscal
        year beginning after November 15, 2007. The Company is currently reviewing
        the impact of this statement.                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In June 2006, the FASB issued Interpretation No. 48,
        Accounting for Uncertainty in Income Taxes- an interpretation of FASB
        Statement No. 109 (FIN 48). FIN 48 clarifies the accounting
        for uncertainty in income taxes recognized in an enterprises financial
        statements in accordance with FASB Statement No. 109, Accounting for
        Income Taxes(SFAS 109). This Interpretation prescribes a recognition
        threshold and measurement attribute for the financial statement recognition
        and measurement of a tax position taken or expected to be taken in a tax
        return. This Interpretation also provides guidance on derecognition, classification,
        interest and penalties, accounting in interim periods, disclosure, and
        transition. FIN 48 is effective for fiscal years beginning after December
        15, 2006. The adoption of FIN 48 is not expected to have a material impact
        on the Companys financial position, results of operations or cash
        flows.                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In March 2006, the FASB issued SFAS No. 156, Accounting
        for Servicing of Financial Assets (SFAS 156), which amends
        FASB 140. SFAS 156 may be adopted as early as January 1, 2006, for calendar
        year-end entities, provided that no interim financial statements have
        been issued. Those not choosing to early adopt are required to apply the
        provisions as of the beginning of the first fiscal year that begins after
        September 15, 2006. The intention of the new statement is to simplify
        accounting for separately recognized servicing assets and liabilities,
        such as those common with mortgage securitization activities, as well
        as to simplify efforts to obtain hedge-like accounting. Specifically,
        the FASB said FAS 156 permits a servicer using derivative financial instruments
        to report both the derivative financial instrument and related servicing
        asset or liability by using a consistent measurement attribute, or fair
        value. The adoption of SFAS 156 is not expected to have a material impact
        on the Companys financial position, results of operations or cash
        flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In February 2006, the FASB issued SFAS 155, Accounting
        for Certain Hybrid Financial Instruments, which amends SFAS 133, Accounting
        for Derivative Instruments and Hedging Activities and SFAS 140, Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities. SFAS 155 permits fair value measurement for any hybrid financial
        instrument that contains an embedded derivative that otherwise would require
        bifurcation, establishes a requirement to evaluate interests in securitized
        financial assets to identify interests that are freestanding derivatives
        or hybrid financial instruments containing embedded derivatives. The adoption
        of SFAS 155 is not expected to have a material impact on the Companys
        financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-11

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|4. | Accumulated Comprehensive Income                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                           
|   | The Companys only component of accumulated
        other comprehensive income consisted of foreign currency translation adjustments
        in the amount of $112,631 and $11,544 as of December 31, 2006 and 2005,
        respectively.
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|5. | Patents and Royalty Agreements                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           

F-12

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|5. | Patents and Royalty Agreements
        Continued
|-- | -------------------------------------------------
|   |                                                  
|   | c)                                               

| |                                              |   | Payments | 
| | -------------------------------------------- | - | -------- | 
| | Upfront fee (paid in 2006)**                 | $ | 100,000  | 
| |                                              |   |          | 
| |                                              |   |          | 
| | License Maintenance Fees:                    |   |          | 
| |                                              |   |          | 
| | On or before February 8, 2007                | $ | 10,000   | 
| | On or before February 8, 2008                | $ | 20,000   | 
| | On or before February 8, 2009                | $ | 30,000   | 
| | Each subsequent anniversary during the term* | $ | 50,000   | 

*The term of this agreement shall commence
  on the date of the agreement and continue until the expiration of the last royalty
  term for any product with respect to which the Company has a license.

**This amount was expensed as the technical
  feasibility of the product(s) has not yet been reached.

The Company must also make payments
  upon achievement of certain development milestones of up to $387,500.

Accordingly, the Company is required
  to pay royalties to MannKind on net product sales and on certain sublicense
  income.

The agreement can be terminated by the
  Company for any reason upon 90 days prior written notice.

|   |           
|-- | ----------
|6. | Agreements
|   |           
|   | a)        
|   |           
|   |           

F-13

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|6. | Agreements Continued
|-- | ---------------------
|   |                      
|   | b)                   
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   | c)                   
|   |                      
|   |                      
|   |                      
|   | d)                   
|   |                      
|   |                      
|   |                      
|   |                      

F-14

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|6. | Agreements Continued
|-- | ---------------------
|   |                      
|   | e)                   

I. Cash fee

A total of €500,000 ($660,150 based
  on exchange rate at December 31, 2006) payable in four installments upon achievement
  of certain milestones. €370,000 ($472,696) was paid in 2006. This fee includes
  legal, accounting and auditing costs of which $76,490 relates to legal fees
  to date, $68,119 relates to accounting and auditing fees to date and the remainder
  of $328,087 relates to listing fees. An additional €30,000 ($39,609 based
  on exchange rate at December 31, 2006) was paid during 2007.

II. Equity fee

| |  | The right to DeBondo and its nominees to purchase
      3,925,000 shares in the common stock of ImVisioN at a price of $0.001 per
      share, subject to the execution by DeBondo and each nominee of a restricted
      stock purchase agreement. The restricted stock purchase agreements entitle
      ImVisioN USA to repurchase all 3,925,000 shares acquired by DeBondo and
      its nominees for $0.001 per share in the event that the common shares of
      the Company does not become eligible for trading on the OTCBB by March 31,
      2007.                                                                                                                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | The option to purchase such number of shares of
      the Company equal to 0.45% of the issued and outstanding shares of the Company
      as of the date that its common stock becomes eligible for trading on the
      OTCBB (the Date of Listing) at a price of $0.125 per share,
      which options are conditional and will vest only upon the completion of
      a financing by the Company of $500,000 of shares at a price of $0.25 per
      share. This vesting condition relating to the financing was satisfied effective
      August 21, 2006, however the condition relating to the Company being listed
      has not been satisfied to date and therefore no expense has been recorded
      in these financial statements.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | The option to purchase such number of shares of
      the Company equal to 4.05% of the issued and outstanding shares of the Company
      as of the Date of Listing at a price of $0.25 per share, which options are
      conditional and will vest only upon the completion of a financing by the
      Company of $4,500,000 of shares at a price of $0.75 per share. This option
      will be exercisable for a period from the date of vesting to the date that
      is 60 days from the Date of Listing.                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | The option to purchase such number of shares of
      the Company equal to 4.50% of the issued and outstanding shares of the Company
      as of the Date of Listing at a price of $0.375 per share, which options
      are conditional and will vest only upon the completion of a financing by
      the Company of $5,000,000 of shares at a price of $1.00 per share within
      180 days of the Date of Listing. This option will be exercisable for a period
      from the date of vesting to the date that is 60 days from the closing of
      the financing.                                                                                                                                                                         

As part of the agreement, the Company
  also agreed to commit to a marketing plan (IR program) with a budget of at least
  $800,000 during the first year after the listing. If a listing is not obtainable,
  no Equity fee is due and DeBondo shall only charge for time and material and
  return the balance of any Cash Fee paid. Consequently DeBondo agrees that should
  a listing not be obtainable, any shares issued to DeBondo would be returned
  to the treasury of ImVisioN.

Subsequent to the year-end, the Company
  terminated the agreement with DeBondo (Note 11).

F-15

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|6. | Agreements Continued
|-- | ---------------------
|   |                      
|   | f)                   
|   |                      
|   | g)                   
|   |                      
|   | h)                   
|   |                      
|   |                      
|   |                      
|   | i)                   
|   |                      
|   | j)                   
|   |                      
|   | k)                   
|   |                      
|   | l)                   
|   |                      

F-16

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|7. | Capital Stock
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           
|   |              
|   | c)           
|   |              
|   | d)           
|   |              
|   | e)           
|   |              
|   | f)           
|   |              
|   |              
|8. | Commitments  
|   |              
|   | a)           
|   |              
|   | b)           
|   |              

F-17

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|9. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has incurred non-capital losses for German
        tax purposes of $4,638,717 (€3,114,911), which may be carried forward
        indefinitely and used to reduce taxable income of future years. The Company
        also has accumulated net operating loss carryforwards for U.S. federal
        income tax purposes of $295,289, which may be carried forward until 2026
        and used to reduce taxable income of future years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Details of deferred tax assets:                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                           |   | December 31, |   |   | December 31, |  
| | ----------------------------------------- | - | ------------ | - | - | ------------ | -
| | Deferred tax assets:                      |   | 2006         |   |   | 2005         |  
| | Net operating losses carry
      forwards | $ | 4,638,717    |   | $ | 1,279,625    |  
| | Effective combined U.S. and German        |   |              |   |   |              |  
| | corporate tax rates                       |   | 39.77%       |   |   | 40.15%       |  
| | Deferred tax assets                       | $ | 1,844,818    |   | $ | 513,769      |  
| | Valuation allowance                       |   | (1,844,818   | ) |   | (513,769     | )
| |                                           | $ | -            |   | $ | -            |  

|    | The potential future tax benefits of these losses have
        not been recognized by the Company due to uncertainty of their realization.
        When the future utilization of some portion of the carryforwards is determined
        not to be more likely than not, a valuation allowance is provided
        to reduce the recorded tax benefits from such assets. For the year ended
        December 31, 2006, the valuation allowance increased $1,331,049
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Disclosure of Supplemental Cash Flow Information                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The following is a summary of non-cash investing and
        financing transactions:                                                                                                                                                                                                                                                                                                                                                                                  

| |                                                |   |              |  |   |              |  |   | Cumulative   | 
| | ---------------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                                                |   |              |  |   | From         |  |   | From         | 
| |                                                |   | For the      |  |   | Inception    |  |   | Inception    | 
| |                                                |   | Year         |  |   | (January 28, |  |   | (January 28, | 
| |                                                |   | Ended        |  |   | 2005) to     |  |   | 2005) to     | 
| |                                                |   | December 31, |  |   | December 31, |  |   | December 31  | 
| |                                                |   | 2006         |  |   | 2005         |  |   | 2006         | 
| |                                                |   |              |  |   |              |  |   |              | 
| | Acquisition of accrued liabilities of ImVisioN |   |              |  |   |              |  |   |              | 
| | Therapeutics Inc. in reverse acquisition       | $ | 14,638       |  | $ | -            |  | $ | 14,638       | 
| | Patents contributed by BioVisioN               | $ | -            |  | $ | 678,090      |  | $ | 678,090      | 
| |                                                |   |              |  |   |              |  |   |              | 

F-18

---

|ImVisioN Therapeutics Inc. and Subsidiary 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|December 31, 2006 and 2005                
|US Funds                                  
|                                          

|11. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               
|    |                  
|    | c)               
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  

F-19

---

Item
8.                
Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure

We engaged WithumSmith+Brown, P.C. Certified Public
Accountants, as our principal independent registered public accounting firm
effective January 12, 2007. Concurrent with this appointment, Staley, Okada
& Partners, Chartered Accountants (Staley, Okada), resigned as our
principal independent registered public accounting firm effective January 12,
2007. The decision to change our principal independent registered public
accounting firm has been approved by our board of directors.

The report of Staley, Okada dated August 5, 2006 (except as to
Note 8(d) which is as at August 25, 2006 and Note 1, which is as at September
27, 2006) on the balance sheet of the Company at December 31, 2005 and the
related consolidated statements of changes in stockholders deficiency,
operations, and cash flows for the period from incorporation (January 28, 2005)
to December 31, 2005 did not contain an adverse opinion or disclaimer of
opinion, nor was it modified as to uncertainty, audit scope, or accounting
principles, other than to state that there is substantial doubt as to our
ability to continue as a going concern.

In connection with the audit of the period from incorporation
(January 28, 2005) to December 31, 2005 and during the subsequent interim
periods through to the date of their resignation, there were no disagreements
between us and Staley, Okada on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to the satisfaction of Staley, Okada would
have caused them to make reference thereto in their reports on our audited
financial statements.

Item
8A.               Controls
and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of
December 31, 2006, being the date of our most recently completed fiscal year.
This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, Dr. Martin Steiner.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the rules and forms of the
Securities and Exchange Commission (the SEC) .

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

During the fiscal year ended December 31, 2006, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the fiscal year ended December 31, 2006.

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

- 36 -

---

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

Item
8B.               Other
Information

Not applicable.

PART III

Item
9.                
Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act.

Our executive officers and directors and their respective ages
as of March 23, 2007 are as follows:

Directors:

Name of Director
    AgeMartin Steiner
    40Horst Rose
    49Sven Rohmann
    44


Executive Officers:

Name of Executive Officer
      Age
    OfficeMartin Steiner
      40
    President, Chief Executive
      Officer, Chief Financial Officer and SecretaryHorst Rose
      49
    Chief Operating Officer


The following describes the business experience of our
directors and executive officers. Dr. Steiner, Prof Dr. Rose and Dr. Rohmann are
not and have not in the past been directors of any reporting company under the
Exchange Act or any other publicly traded company.

Martin Steiner has been one of our directors and
our president, chief executive officer, chief financial officer and secretary
since our incorporation on June 15, 2006. Dr. Steiner has been a director and
the chief executive officer of ImVisioN GmbH since its incorporation on January
28, 2005.

Dr. Steiner was the chief executive officer of Apovia AG, a
biotechnology company focusing on the development of human vaccines, from 1997
to 2004. Apovia AG filed for opening of insolvency procedures with the Court of
Munich, Germany in July 2004. Dr. Steiner was the chief executive officer of
Apovia AG at the time of this filing for insolvency. Under the insolvency
proceedings, the assets of Apovia AG have been sold. The proceeds of sale will
be distributed to the creditors of Apovia AG upon completion of the insolvency
administration. Prior to joining Apovia, Dr. Steiner was the manager of

- 37 -

---

business development at SmithKline Beecham Biologicals, a
leading human vaccines manufacturer based in Rixensart, Belgium, from 1995 to
1997.

Dr. Steiner obtained his PhD in Microbiology and Genetics from
the University of Vienna in Austria. He subsequently obtained his masters in
business administration from the University of Michigan.

Dr. Steiner presently devotes all of his business time to our
business.

Horst Rose has been a director and our Chief
Operating Officer since our incorporation on June 15, 2006. Prof. Dr. Rose has
been a director and the chief operating officer of ImVisioN GmbH since its
incorporation on January 28, 2005.

Prof. Dr. Rose was the head of medical research at BioVisioN
AG, Hannover, Germany from 2002 to 2005. Prior to this position, Prof. Dr. Rose
was employed by Solvay Pharmaceuticals in Hannover, Germany from 1992 to 2002.
Prof. Dr. Rose was chief of the department of pharmacology at Solvay
Pharmaceuticals from 1997 to 2002.

Prof. Dr. Rose obtained his bachelors degree in biology at the
university RWTH Aachen, Germany and his doctorate in biology at the Medical
Faculty of the RWTH Aachen. Prof. Dr. Rose was appointed as Professor of
Physiology at the RWTH Aachen in 2000.

Prof. Dr. Rose presently devotes all of his business time to
our business.

Sven Rohmann has been one of our directors since
our incorporation on June 15, 2006.

Sven Rohmann, M.D., Ph.D., has been a managing and general
partner of Nextech Venture Ltd, Zurich, Switzerland, since 2002. Dr. Rohmann
will be leaving this position effective March 31, 2007 in order to take a
position at Novartis Pharma, a European based pharmaceuticals company.

Dr. Rohmann served as chief executive officer of two biotech
companies in Germany, being Ganymed Pharmaceuticals AG, Mainz from 2001 until
2003, and BioVisioN AG, Hanover from 2003 until 2005. BioVisioN AG filed for
insolvency in Germany in October 2005 as a result of the refusal of the majority
of investors of BioVisioN to further finance the company. BioVisioN was sold by
the administrator appointed under the insolvency proceedings to DibiLab LCC, a
United States limited liability company. The proceeds of the sale will be
applied by the administrator to pay the creditors of BioVisioN any balance will
be remitted to the shareholders of BioVisioN. The sale was completed in
compliance with German law and no claims exist against the former management of
BioVisioN.

From 1992 to 2001, Dr. Rohmann held several management
positions at Merck KgaA, Darmstadt, Germany including business area manager and
global head of the strategic marketing of oncology. Before that, Dr. Rohmann was
head of laboratories performing cardiovascular preclinical research, then
evaluation manager and international product manager for cardiovascular products
at Merck.

Before joining Merck, Dr. Rohmann practiced as medical doctor
at the II. Medical Clinic of the Johannes Gutenberg University, Mainz,
Germany.

Dr. Rohmann holds a M.D. from the Mainz University and a Ph.D.
from the Erasmus University, Rotterdam, The Netherlands, and has completed a
post-doctorate research scholarship at the Max-Planck Institute for Experimental
Cardiology, Bad Nauheim, Germany.

Dr. Rohmann provides his business time to us on a part-time
basis, as required to discharge his duties as a director.

- 38 -

---

Term of Office

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

Significant Employees

We have three other employees other than the officers and
directors described above, most of whom are researchers and technicians.

Committees of the Board Of Directors

At present, we do not have an audit committee, compensation
committee, nominating committee, executive committee of our board of directors,
stock plan committee or any other committee. However, we may seek suitable
candidates for election as directors, and establish various committees, during
the current fiscal year.

Audit Committee

Our board of directors currently acts as our audit
committee.

Audit Committee Financial Expert

Our board of directors, acting as our audit committee, has
determined that there is currently no director who meets the SECs definition of
an audit committee financial expert.

Code of Ethics

Our board of directors has adopted a code of ethics applicable
to its principal executive officer, its principal financial officer, its
principal accounting officer or controller. A copy of the code of ethics is
attached as an exhibit to this annual report on Form 10-KSB.

Family Relationships

We do not currently anticipate electing or appointing as
directors or officers of our company any persons who are related to each other
or to our existing officers and directors.

Involvement in Certain Legal Proceedings

Except as otherwise described herein, none of our directors,
executive officers and control persons have 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 except that: (i) Dr. Martin Steiner was
chief executive officer of Apovia AG when it filed for insolvency in July 2004,
as described above; and (ii) Dr. Sven Rohmann was chief executive officer of
BioVisioN AG when it filed for insolvency in October 2005, as described above;

2.          
any conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);

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

- 39 -

---

4.          
being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment or decision has
not been reversed, suspended, or vacated.

Promoters

The term promoter is defined in Rule 405 under the Securities
Act of 1933 to include, with reference to an issuer such as the Company, any
person who, acting alone or in conjunction with one more persons, directly or
indirectly takes initiative in founding and organizing the business of the
issuer, as well as any person who, in connection with the founding and
organizing of business of the issuer, directly or indirectly receives in
consideration of services and/or property, 10 percent or more of any class of
securities of the issuer or 10 percent or more of the proceeds from the sale of
any class of such securities.

Martin Steiner and Debondo Capital Limited (Ulrik DeBo) are
considered promoters of our company, having taken initiative in organizing our
current business. (For additional details, please see the discussion under the
Certain Relationships and Related Transactions below)

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

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than ten percent
of the our equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
us with copies of all Section 16(a) forms they file. Based on our review of the
copies of such forms received by us, we believe that during the fiscal year
ended December 31, 2006 all such filing requirements applicable to our officers
and directors were complied with.

Item
10.                
Executive Compensation

Summary Compensation Table

The following table sets forth certain compensation information
as to Dr. Martin Steiner, our chief executive officer and chief financial
officer, and Dr. Horst Rose, our chief operating officer, for the fiscal period
ended December 31, 2006. These amounts were paid by ImVisioN GmbH.

Name and Principal
      Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non- Equity
      Incentive Plan Compen- sation
      ($)
    Non- qualified
      Deferred Compen- sation
      Earnings ($)
    All Other Compen-
      sation Compen- sation ($)
    Total
      ($)Martin Steiner, President (1)
    2006
    $198,045
    Nil
    Nil
    Nil
    Nil
    Nil
    - (3)
    $198,045Horst Rose, COO (2)
    2006
    $158,436
    Nil
    Nil
    Nil
    Nil
    Nil
    - (3)
    $158,436


Notes:

|(1) | Dr. Steiner has been the managing director of ImVisioN
      GmbH since January 28, 2005 and has been our chief executive officer and
      chief financial officer since our incorporation on June 15,
2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                              
|(2) | Dr. Rose has been the managing director of ImVisioN GmbH
      since January 28, 2005 and has been our chief operating officer since our
      incorporation on June 15, 2006.                               

- 40 -

---

|(3) | The aggregate amount of All Other Compensation was less
      than $10,000.
|--- | -----------------------------------------------------------------------------

Employment Agreements

Dr. Martin Steiner

Dr. Steiner provides his services as general manager of ImVisioN
  GmbH under an employment agreement between Dr. Steiner and ImVisioN GmbH dated
  April 1, 2005, as amended on August 17, 2006. Dr. Steiner is obligated to devote
  his full business time to our business. We have agreed to pay to Dr. Steiner
  an annual gross salary of 150,000 Euros per annum ($198,000 per annum based
  on a foreign exchange rate of $1.32/1.00Euro) . No shares are issuable to Dr.
  Steiner pursuant to his employment contract. Dr. Steiners employment agreement,
  as amended, does not include any change of control arrangements.

Dr. Horst Rose

Prof. Dr. Rose provides his services as general manager of ImVisioN
  GmbH under an employment agreement between Dr. Rose and ImVisioN GmbH dated
  April 1, 2005, as amended on August 17, 2006. Prof. Dr. Rose is obligated to
  devote his full business time to our business. We have agreed to pay to Prof.
  Dr. Rose an annual gross salary of 120,000 Euros per annum ($158,400 per annum
  based on a foreign exchange rate of $1.32/1.00 Euro). No shares are issuable
  to Prof. Dr. Rose pursuant to his employment contract. Prof. Dr. Roses
  employment agreement, as amended, does not include any change of control arrangements.

Outstanding Equity Awards

Our directors and officers do not hold any equity awards.

Compensation of Directors

We do not currently pay our directors any fees or other
compensation for acting as directors. We have not paid any fees or other
compensation to any of our directors for acting as directors to date.

Item
11.                
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of March 19, 2007
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) each of our officers, and (iv) our officers and directors as a group. Each
stockholder listed possesses sole voting and investment power with respect to
the shares shown.

Name and address of beneficial owner
      Number of Shares Beneficially
        Owned (1)
      Percentage of Class (2)Directors and Officers:Martin Steiner 
        Director and Chief Executive 
        Officer
      1,300,000
      3.6%


- 41 -

---

Name and address of beneficial owner
      Number of Shares Beneficially
        Owned (1)
      Percentage of Class (2)Directors and Officers:Horst Rose 
        Director and Chief Operating 
        Officer
      1,300,000
      3.6%Sven Rohmann 
        Director (3)
      25,000,000
      69.5%Directors and Officers as a group
      27,600,000
      76.7%Major Shareholders:Nextech Venture LP (3) 
        Scheuchzerstrasse 35, CH-8006 
        Zurich, Switzerland
      25,000,000
      69.5%


Notes:

|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | The percentage of class is based on 35,975,000 shares of
      common stock issued and outstanding as of March 23, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Dr. Sven Rohmann, one of our directors, is a managing and
      general partner of Nextech Venture LP. In this capacity, Dr. Rohmann has
      exercised joint investment and voting control over the shares held by
      Nextech Venture LP. As such, beneficial ownership of the shares held by
      Nextech Venture LP is attributable to Dr. Rohmann under Rule 13d-3 as of
      the date of this annual report. Dr. Rohmann will cease to be a managing
      and general partner of Nextech Venture LP effective March 31, 2007, at
      which time he will cease to exercise any investment or voting control over
      the shares held by Nextech Venture LP.                                                                                                                                                                                                                                                                                                                                                                                                                                                

Changes in Control

We are unaware of any contract, or other arrangement or
provision of our articles of incorporation or bylaws, the operation of which may
at a subsequent date result in a change of control of our company.

- 42 -

---

Item 12.                
  Certain Relationships and Related Transactions, and Director Independence

Except as described below, none of the following parties has,
since our date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying
  more than 5% of the voting rights attached to our outstanding shares of common
  stock;
- Any member of the immediate family (including spouse, parents, children,
  siblings and in-laws) of any of the above persons.

Purchase of Founders Shares

Dr. Martin Steiner

Dr. Martin Steiner, our chief executive officer and a director,
acquired 1,300,000 shares of our common stock effective June 30, 2006 at a price
of $0.001 per share for a total purchase price of $1,300.

Dr. Horst Rose

Dr. Horst Rose, our chief operating officer and a director,
acquired 1,300,000 shares of our common stock effective June 30, 2006 at a price
of $0.001 per share for a total purchase price of $1,300.

Nextech Venture

We acquired all of the outstanding capital of ImVisioN GmbH
from Nextech Venture pursuant to a share capital purchase agreement dated June
30, 2006. Pursuant to this agreement, we issued 20,400,000 shares of common
stock to Nextech Venture as payment of an agreed upon purchase price of
$4,228,920. This transaction was completed and the shares issued on June 30,
2006. Nextech Venture acquired the original capital of ImVisioN GmbH from
BioVisioN AG in consideration for payment of a purchase price of $687,500.

Nextech Venture purchased 4,600,000 shares of our common stock
at a price of $0.25 per share, for an aggregate purchase price of $1,150,000, in
our Regulation S private placement that completed on August 21,2006.

Nextech Ventures advanced an aggregate of €3,445,543
($4,548,116 based on an exchange rate of $1.32/1.00 EUR) to ImVisioN GmbH as
capital contributions during the period from its acquisition of ImVisioN GmbH to
June 30, 2006. All of this capital was sold by Nextech Ventures to us pursuant
to the share capital agreement.

Employment Agreements

Dr. Martin Steiner

ImVisioN GmbH entered into an employment agreement with Dr. Steiner
  dated April 1, 2005. This employment agreement was amended on August 17, 2006
  in order to remove certain change of control provisions. The terms and conditions
  of this employment agreement are described in detail above under Executive
  Compensation.

- 43 -

---

Dr. Horst Rose

ImVisioN GmbH entered into an employment agreement with Dr. Rose
  dated April 1, 2005. This employment agreement was amended on August 17, 2006
  in order to remove certain change of control provisions. The terms and conditions
  of this employment agreement are described in detail above under Executive
  Compensation.

DeBondo Capital Limited

We have entered into the following arrangements with DeBondo
Capital Limited, one of our promoters. DeBondo Capital Limited is beneficially
owned by Ulrik DeBo.

We entered into a consultant agreement with DeBondo Capital Limited,
  one of our promoters, effective June 30, 2006. This agreement was terminated
  by agreement on February 7, 2007 as described below. Under the original consulting
  agreement, Debondo Capital agreed to provide the following services to us in
  order that (i) we could complete registration of our Common Stock under the
  United States Securities Exchange Act of 1934, and (ii) our common stock would
  become eligible for trading on the OTC Bulletin Board:

| |  | assisting us with the completion of financial statements and audit of
      our financial statements in accordance with United States Generally Accepted
      Accounting Principles and United States Generally Accepted Auditing Standards;                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                   
| |  | engaging legal counsel on our behalf to assist with our incorporation
      and the acquisition of ImVisioN GmbH;                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                   
| |  | structuring our corporate organization and our acquisition of ImVisioN;                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                   
| |  | assisting us with the preparation and finalization of a registration statement
      to be filed with the Securities and Exchange Commission (the SEC)
      in order that our common stock can become eligible for trading on the OTC
      Bulletin Board; and
| |  |                                                                                                                                                                                                                                                                   
| |  | assisting us with the preparation and submission of a Form 211 with the
      National Association of Securities Dealers (the NASD) via a
      designated market maker that is an NASD member and the NASD approval process.                                   

As consideration for the services to be provided by Debondo Capital, we entered
  into the following transactions with DeBondo Capital:

| |  | DeBondo Capital (Beneficial Owner: Ulrik
        DeBo) and its nominees purchased 3,925,000 shares of our common stock
        at a purchase price of $0.001 per share. The nominees of DeBondo Capital
        were Chelmer Consulting Corp. (Beneficial Owner: Darren Devine), Joachim
        Bondo, Thomas Wittenborg and Carsten Ruehe. Each of these individuals
        acquired their shares as nominees of DeBondo Capital on the basis that
        each individual was providing services to us in order to enable DeBondo
        Capital to perform its obligations under its consultant agreement with
        us. Each individual exercises investment and voting control over its own
        shares. Further, none of the individuals exercises investment or voting
        control over shares held by DeBondo Capital.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | DeBondo Capital and each of the DeBondo capital
        nominees entered into a restricted stock purchase agreement with us whereby
        each shareholder agreed that its shares would be held in escrow could
        be repurchased by us at a price of $0.001 per share in the event that
        our common stock did not become eligible for trading on the OTC Bulletin
        Board by March 31, 2007. These restricted stock purchase agreements have
        been subsequently amended in order to release 50% of these shares from
        escrow and to provide that the remaining 50% of the shares would be                                                                                                                                                                                                              

- 44 -

---

| |  | released from escrow upon the earlier of (i) our common
      stock becoming eligible for trading on the OTC Bulletin Board, and (ii)
      January 31, 2008;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | We granted to DeBondo Capital an option to purchase
      additional shares of our common stock at a price of $0.125 per share,
      which options were conditional upon our completing $500,000 in financing
      through the offering of our common stock at a price of $0.25 per share.
      The number of shares that could be purchased pursuant to this option was
      to equal 0.45% of that number of shares of our common stock that were
      issued and outstanding as of the date that our common stock became
      eligible for trading on the OTC Bulletin Board. These $0.125 options were
      vested and became exercisable upon our completion of our $0.25 offering on
      August 21, 2006. These options were subsequently terminated by agreement.
      None of these options were exercised;                  
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | We granted to DeBondo Capital an option to purchase
      additional shares of our common stock at a price of $0.250 per share. The
      number of shares that could be purchased pursuant to this option was to
      equal 4.05% of that number of shares of our common stock that were issued
      and outstanding as of the date that our common stock became eligible for
      trading on the OTC Bulletin Board. These options were conditional and were
      only to vest and become exercisable upon our completing $4,500,000 in
      financing through the offering of our common stock at a price of $0.75 per
      share. These options were subsequently terminated by agreement. None of
      these options were exercised; and                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | We granted to DeBondo Capital an option to purchase
      additional shares of our common stock at a price of $0.375 per share. The
      number of shares that could be purchased pursuant to this option was to
      equal 4.50% of that number of shares of our common stock that are issued
      and outstanding as of the date that our common stock becomes eligible for
      trading on the OTC Bulletin Board. These options were conditional and were
      only to vest and become exercisable upon our completing $5,000,000 in
      financing through the offering of our common stock at a price of $1.00 per
      share within 180 days of the date that our common stock became eligible
      for trading on the OTC. These options were subsequently terminated by
      agreement. None of these options were exercised.

We have also agreed to pay a cash fee of EUR 500,000 (equal to
  $627,550 based on an exchange rate of $1.2551/1.00 EUR as at June 30, 2006)
  to DeBondo Capital, of which:

| |  | EUR 120,000 (equal to $150,911 based on an exchange rate of $1.2576/1.00
      EUR as at April 30, 2006) was paid in April 2006;                                                                      
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                       
| |  | EUR 100,000 (equal to $125,519 based on an exchange rate of $1.2551/1.00
      EUR as at June 30, 2006) was paid upon execution of the letter agreement;                                              
| |  |                                                                                                                                                                                                       
| |  | EUR 150,000 (equal to $196,275 based on an exchange rate of $1.3085/1.00
      EUR as at December 18, 2006) was paid upon effectiveness of our original
      Form SB-2 registration; and             
| |  |                                                                                                                                                                                                       
| |  | EUR 130,000 (equal to $163,163 based on an exchange rate of $1.2551/1.00
      EUR as at June 30, 2006) was to be paid upon completion of listing of our
      Common Stock on the OTC Bulletin Board.

On its part, DeBondo Capital agreed that all fees and expenses incurred by
  DeBondo Capital and any professional advisors engaged by DeBondo Capital to
  enable it to provide the services under the consulting agreement will be for
  the account of DeBondo Capital and will be paid by DeBondo Capital, to a maximum
  amount equal to the aggregate amount of the cash fee paid.

We entered into a termination agreement with DeBondo Capital on
February 7, 2007 whereby we agreed that:

- 45 -

---

| |  | the original consulting agreement was terminated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | we will have no obligation to reimburse DeBondo Capital for any such expenses
      other than expenses that have been paid by DeBondo Capital and relate to
      professional services performed after December 12, 2006, being the date
      of effectiveness of our original Form SB-2 registration statement;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | all options to purchase common stock granted to DeBondo Capital were terminated,
      including the options to purchase additional shares of our common stock
      at $0.125 per share, $0.250 per share and $0.375 per share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | we agreed to pay to DeBondo Capital the amount of EUR 30,000 (equal equal
      to $38,820 based on an exchange rate of $1.2940/1.00 EUR as at February
      7, 2007) of the outstanding cash fee payable under the consulting agreement
      as soon as possible and by no later than February 28, 2007 in any event;                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | we agreed to pay to DeBondo Capital the balance of their outstanding cash
      fee, being equal to EUR 100,000 (equal to $129,400 based on an exchange
      rate of $1.2940/1.00 EUR as at February 7, 2007) upon the completion by
      us of at least $1,000,000 of financing pursuant to the Company Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | we have agreed to grant to DeBondo Capital an option to purchase additional
        securities in the event that DeBondo Capital identifies and introduces
        an investor to us who purchases securities from us in an equity offering,
        subject to compliance by DeBondo Capital with all securities laws. The
        option would be an option to purchase a number of securities equal to
        40% of the securities purchased by the investor at a price equal to 50%
        of the purchase price paid by the investor. We have not granted DeBondo
        Capital any options under this arrangement. DeBondo Capital will not be
        engaged in soliciting or otherwise identifying prospective investors in
        the Company Offering.

We subsequently entered into amendment agreements on February
  7, 2007 with each of these shareholders, who we refer to as the DeBondo Capital
  nominees, whereby we agreed as follows with respect to their shares:

| |  | 50% of each shareholders shares were released from escrow effective
      upon signing of the amendment agreements, representing an aggregate of 1,962,500
      shares;                                                                                                                                                                                                                                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | the remaining 50% of the shares, representing an aggregate of 1,962,500
      shares, are to remain in escrow until the earlier of (i) the date that our
      common stock becomes eligible for trading on the OTC Bulletin Board, and
      (ii) January 31, 2008. During this escrow period, the shareholders are not
      entitled to sell, assign, transfer or otherwise dispose of their shares
      or any interest in their shares;                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | with the respect of the shares released from escrow, each shareholder
      has agreed that (i) they will not sell their shares other than in sales
      where, when aggregated with sales by other DeBondo nominees, not less than
      500,000 shares are sold, and (ii) Nextech Ventures has a right of first
      refusal to purchase any shares proposed to be sold by any of the DeBondo
      capital nominees which is exercisable for a period of ten business days
      from the date that Nextech Ventures is given notice of a proposed sale.

We entered into agreements with each of DeBondo Capital, Chelmer
  Consulting Corp. (Beneficial Owner: Darren Devine), Joachim Bondo, Thomas Wittenborg
  and Carsten Ruehe dated November 7, 2006 whereby we agreed to register the resale
  of 500,000 shares of our common stock that are currently held by each of the
  shareholders. These registration rights were terminated effective February 7,
  2007 pursuant to the amendments to the restricted stock purchase agreements
  entered into between us and each of the DeBondo nominee shareholders.

- 46 -

---

Item
13.                
Exhibits

The following exhibits are included with this Annual Report on
Form 10-KSB:

|Exhibit     |                                                                                                                                                      
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Number      | Description of Exhibit                                                                                                                               
|            |                                                                                                                                                      
|3.1(1)      | Articles of Incorporation (1)                                                                                                                        
|            |                                                                                                                                                      
|3.2(1)      | By-Laws (1)                                                                                                                                          
|            |                                                                                                                                                      
|10.1(1)     | Equity Share Purchase Agreement dated June 30, 2006
      between ImVisioN Therapeutics Inc., ImVisioN GmbH and Nextech Venture LP
      (1)         
|            |                                                                                                                                                      
|10.2(1)     | Employment Agreement between ImVisioN GmbH and Martin
      Steiner dated March 30, 2005 (1)                                                         
|            |                                                                                                                                                      
|10.3(1)     | Employment Agreement between ImVisioN GmbH and Horst Rose
      dated March 30, 2005 (1)                                                             
|            |                                                                                                                                                      
|10.4(1)(2)  | Patent and Know-How Purchase agreement between BioVisioN
      and ImVisioN GmbH dated March 31, 2005 (1), (2)                                       
|            |                                                                                                                                                      
|10.5(1) (2) | Patent Purchase and Backlicense Agreement between
      ImVisioN GmbH and Productomics AG dated March 31, 2005 (1), (2)                              
|            |                                                                                                                                                      
|10.6(1)     | Master Services Agreement between ImVisioN GmbH and
      Institut für Klinische Forschung und Entwicklung (IKFE) dated May 2, 2005
      (1)        
|            |                                                                                                                                                      
|10.7(1)     | Strain Development, Process Development and Manufacturing
      Agreement between ImVisioN GmbH and Strathmann Biotech AG dated August
      2005 (1)
|            |                                                                                                                                                      
|10.8(3)     | Services Agreement between Digilab BioVisioN GmbH and
      ImVisioN GmbH dated effective February 1, 2006 (3)                                       
|            |                                                                                                                                                      
|10.9(1) (2) | Exclusive License Agreement between ImVisioN GmbH and
      MannKind Corporation dated February 8, 2006 (1), (2)                                     
|            |                                                                                                                                                      
|10.10(1)    | Agreement between DeBondo Capital Limited and Imvision
      Therapeutics Inc. dated June 30, 2006 (1)                                               
|            |                                                                                                                                                      
|10.11(1)    | Form of Subscription Agreement for the June 30, 2006
      Offering of Shares (1)                                                                    
|            |                                                                                                                                                      
|10.12(1)    | Form of Restricted Stock Purchase Agreement (1)                                                                                                      
|            |                                                                                                                                                      
|10.13(1)    | Form of Subscription Agreement for the Regulation S
      Offering of Shares at a price of $0.25 per Share (1)                                       
|            |                                                                                                                                                      
|10.14(1)    | Amendment to Employment Agreement between ImVisioN GmbH
      and Dr. Martin Steiner dated August 17, 2006 (1)                                       
|            |                                                                                                                                                      
|10.15(1)    | Amendment to Employment Agreement between ImVisioN GmbH
      and Prof. Dr. Horst Rose dated August 17, 2006 (1)                                     

- 47 -

---

|Exhibit  |                                                                                                                                                                                                                                                                  
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   | Description of Exhibit                                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                  
|10.16(3) | Collaboration
        Agreement between ImVisioN GmbH and Therapeomic Inc. dated March 24, 2006
        (3)                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                  
|10.17(3) | Consulting Agreement
        between ImVisioN GmbH and Productomics dated March 31, 2005 (3)                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                  
|10.18(3) | Consulting Agreement
        between ImVisioN GmbH and SK Research AG (3)                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                  
|10.19(3) | Amendment to
        Collaboration Agreement between ImVisioN GmbH and Therapeomic Inc. dated
        August 17, 2006 (3)                                                                                                                                        
|         |                                                                                                                                                                                                                                                                  
|10.20(4) | Form of Demand
        Registration Rights Agreement dated November 7, 2006 entered into between
        Imvision Therapeutics Inc. and each of DeBondo Capital Limited, Joachim
        Bondo, Chelmer Consulting Corp., Thomas Wittenborg and Carsten Ruehe (4)
|         |                                                                                                                                                                                                                                                                  
|10.21(4) | Toxicology Study
        Agreement dated October 18, 2006 between ImVisioN GmbH and RCC Ltd. (4)                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                  
|10.22(5) | Termination
        Agreement between ImVisioN Therepeutics Inc. and DeBondo Capital Limited
        dated February 7, 2007 (5)                                                                                                                                  
|         |                                                                                                                                                                                                                                                                  
|10.23(5) | Form of Amendment
        to Restricted Stock Purchase Agreement dated February 7, 2007 (5)                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                  
|14.1(6)  | Code
        of Ethics (6)                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                  
|31.1(6)  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a-14(a) of the Exchange Act                                                                                                                              
|         |                                                                                                                                                                                                                                                                  
|32.1(6)  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002                     

|(1) | Filed as an exhibit to our Registration Statement on Form
      SB-2 filed with the Securities and Exchange Commission on September 1,
      2006.                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Portions of this Agreement relating to milestone payments
      and royalty amounts have been omitted pursuant to a request for
      confidential treatment submitted by ImVisioN to the Securities and
      Exchange Commission under Rule 406 of Regulation C of the Securities Act
      of 1933.
|(3) | Filed as an exhibit to our Amendment No. 1 Registration
      Statement on Form SB-2/A filed with the Securities and Exchange Commission
      on October 18, 2006.                                                                                                                                   
|(4) | Filed as an exhibit to our Amendment No. 2 Registration
      Statement on Form SB-2/A filed with the Securities and Exchange Commission
      on November 16, 2006.                                                                                                                                  
|(5) | Filed as an exhibit to our Post-Effective Amendment No. 1
      on Form SB-2/A filed with the Securities and Exchange Commission on
      February 13, 2007                                                                                                                                           
|(6) | Filed as an exhibit to this Annual report on Form
      10-KSB.                                                                                                                                                                                                                                       

- 48 -

---

Item
14.                
Principal Accountant Fees and Services

The following table sets forth information regarding amounts
billed to us by our independent auditors for each of our last two fiscal
years:

|                   | Year Ended December
      31,
|------------------ | -----------------------------
|                   |                              
|                   | 2006                         
|                   |                              
|Audit Fees         | $80,000 (1)                  
|                   |                              
|Audit Related Fees | $Nil                         
|                   |                              
|Tax Fees           | $Nil                         
|                   |                              
|All Other Fees     | $31,176 (2)                  
|                   |                              
|Total              | $111,176                     

(1)          
Attributable to services provided by our current independent public accountant,
WithumSmith+Brown, P.C. Certified Public Accountants.

(2)          
  Attributable to services provided by our former independent public accountant,
  Staley Okada & Partners, Chartered Accountants.

Audit Fees

Audit fees are the aggregate fees billed by our independent
auditor for the audit of our annual consolidated financial statements, reviews
of our interim consolidated financial statements and attestation services that
are provided in connection with statutory and regulatory filings or
engagements.

Tax Fees

Tax fees are billed by our independent auditor for the
preparation of consolidated federal income tax return and any state income tax
filings as well as for advice on income tax matters.

All Other Fees

All other fees include fees billed by our independent auditor
for due diligence work performed, for the review of our interim financial
statements and for the assistance to respond to SEC comments.

- 49 -

---

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.

IMVISON THERAPEUTICS INC.

By: /s/ Martin Steiner
__________________________________________Martin Steiner Chief
Executive Officer and Chief Financial Officer

Date: April 2, 2007



In accordance with the Securities Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

|Signature          |  | Title                                       | Date         
|------------------ |  | ------------------------------------------- | -------------
|                   |  | President, Chief Executive Officer, Chief   |              
|/s/ Martin Steiner |  | Financial Officer, Principal Accounting and |              
|                   |  | Director                                    | April 2, 2007
|Martin Steiner     |  |                                             |              
|                   |  |                                             |              
|/s/ Horst Rose     |  |                                             |              
|                   |  | Chief Operating Officer and Director        | April 2, 2007
|Horst Rose         |  |                                             |              
|                   |  |                                             |              
|                   |  |                                             |              
|/s/ Sven Rohmann   |  |                                             |              
|                   |  | Director                                    | April 2, 2007
|Sven Rohmann       |  |                                             |              

- 50 -

---