**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-KSB**









**x****ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      fiscal year ended April 30, 2007




**oTRANSITION
      REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




Commission
      file number 0-50281




**LARREA
      BIOSCIENCES CORPORATION**


(Exact
      Name Of Registrant As Specified In Its Charter)




Nevada
            
            68-0507505(State
                of Incorporation)
            
            (I.R.S.
                Employer Identification No.)1628
                Marshall , Houston, TX
            
            77006(Address
                of Principal Executive Offices)
            
            (ZIP
                Code)




Registrant's
      Telephone Number, Including Area Code: (832) 695-0096




**Securities
      Registered Pursuant to Section 12(g) of The Act: Common Stock,
      $0.0001**




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o




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




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of the registrant's knowledge, in the definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o




At
      April
      30, 2007, the aggregate market value based of the 7,136,134 common stock held
      by
      non-affiliates of the registrant was approximately $1,184,025. At April 30,
      2007, the registrant had 34,371,945 shares of common stock issued and
      outstanding.




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.




Large
                accelerated filer o
            Accelerated
                filer o
            Non-accelerated
                filer x














TABLE
      OF
      CONTENTS


**Item**
              
              **Description**
              ****
              **Page****PART
                  I**ITEM
                  1.
              
              DESCRIPTION
                  OF BUSINESS
              
              
              3ITEM
                  2.
              
              DESCRIPTION
                  OF PROPERTY
              
              
              8ITEM
                  3.
              
              LEGAL
                  PROCEEDINGS
              
              
              9ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              
              9**PART
                  II**ITEM
                  5.
              
              MARKET
                  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              
              
              10ITEM
                  6.
              
              MANAGEMENT'S
                  DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
              
              
              11ITEM
                  7.
              
              FINANCIAL
                  STATEMENTS
              
              
              15ITEM
                  8.
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              
              
              16ITEM 8.A
              
              CONTROLS
                  AND PROCEDURES
              
              
              16ITEM 8.B
              
              OTHER
                  INFORMATION
              
              
              16**PART
                  III**ITEM
                  9.
              
              DIRECTORS
                  AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION
                  16(A)
              
              
              17ITEM
                  10.
              
              EXECUTIVE
                  COMPENSATION
              
              
              18ITEM
                  11.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              
              
              18ITEM
                  12.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              
              
              19ITEM
                  13.
              
              EXHIBITS
                  AND REPORTS ON FORM 8-K
              
              
              19ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTING FEES AND SERVICES
              
              
              20









**Forward-Looking
      Statements and Associated Risks**




The
      Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
      certain forward-looking statements. Some of the statements contained in this
      annual report of Larrea Biosciences Corporation (hereinafter the "Company",
      "We"
      or the "Registrant") discuss future expectations, contain projections of
      our operations or financial condition or state other forward-looking
      information. Some statements contained in this annual report on Form 10-KSB
      that
      are not historical facts (including without limitation statements to the effect
      that we "believe," "expect," "anticipate," "plan," "intend," "foresee," or
      other
      similar expressions) and are forward-looking statements. These forward-looking
      statements are based on our current expectations and beliefs concerning future
      developments and their potential effects on us. There can be no assurance that
      future developments affecting us will be those anticipated by us. All comments
      concerning our expectations for future revenue and operating results are based
      on our forecasts of our plan of operation and do not include the potential
      impact of any future acquisitions or operations. These forward-looking
      statements involve significant risks and uncertainties (some of which are beyond
      our control) and assumptions. Should one or more of these risks or uncertainties
      materialize, or should any of our assumptions prove incorrect, actual results
      may vary in material respects from those projected in the forward-looking
      statements.




This
      Form
      10-KSB/A is being filed to correct certain typographical errors and to add
      clarification to footnote disclosure. None of the changes have a material effect
      to the prior filing.




**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS******




GENERAL




The
      Company was incorporated as Sonic Media Corp. under the laws of the State of
      Nevada on May 1, 2002. The Company changed its name from Sonic Media Corp.
      to
      Larrea Biosciences Corporation ("Larrea") on June 1, 2004, at which time it
      entered into an agreement to purchase all of the issued and outstanding capital
      stock of Global Botanics, Inc. ("GBI"), a Nuie corporation that owns the four
      patents underlying the Company's products. Pursuant to the terms of the initial
      stock purchase agreement dated March 24, 2004 between GBI, Larrea and the
      shareholders of GBI, the shareholders of GBI agreed to exchange all of their
      shares of GBI for shares of the Company. On closing of the stock purchase
      agreement on August 31, 2004, Larrea acquired all of the issued and outstanding
      shares of GBI by issuing 3,500,000 restricted common shares of the Company
      to
      the shareholders of GBI. Due to common shareholders and directors, this
      transaction was considered to be a capital transaction in substance rather
      than
      a business combination and for accounting and financial reporting purposes
      is
      equivalent to a reverse take-over by GBI.




The
      closing of the GBI transaction put the Company, through GBI, in the business
      of
      harvesting, producing and licensing VirastatinTM, a multifunctional ingredient
      produced according to patented extraction and purification technologies from
      the
      Larrea tridentate plant. (VirastatinTM has since been renamed to LarreastatinTM).
      Because LarreastatinTM has proven antiviral, anti-inflammatory, antimicrobial and
      antioxidant properties, the ingredient is beneficial in a wide variety of health
      and consumer products.




It
      is the
      Company's intent to expand its business of creating, developing and distributing
      proprietary formulations of natural products, the first of which are its current
      products derived from the Larrea tridentata plant based on patents acquired
      through the purchase of GBI.




Prior
      to
      the acquisition of GBI by the Company, the products derived from the utilization
      of GBI's patents were distributed in the United States and Canada by a
      privately-held company called LarreaRx, Inc., a Wyoming corporation. LarreaRx
      had been distributing the Larrea tridentata products under a nonexclusive
      license agreement with GBI. During fiscal year 2005 the Company also acquired
      100% of the business operations of LarreaRx, Inc. through an exchange of common
      stock. By these acquisitions, the Company gained ownership of the patents
      underlying the Company's products and the sales and distribution network for
      those products.




3




On
      September 21, 2004 shareholders holding a majority interest in the Company
      entered into an agreement with A&S Holdings Management, Ltd. (A&S)
      whereby A&S would acquire fifty-one percent of the outstanding shares of
      Larrea Biosciences Corporation in exchange for A&S obtaining for the Company
      a one million dollar line of credit with SMI Re Limited and providing public
      relations and investor relations services. This transaction resulted in a change
      in control of the Company.




In
      anticipation of completing the September 21, 2004 transaction and effective
      September 27, 2004, David Kalenuik resigned as an officer and director of the
      Company. There was no disagreement between Mr. Kalenuik and the Company relating
      to Larrea's operations, policies or practices. Mr. Peter P. Smetek, Jr. was
      appointed chief executive officer and a director and Mr. Robert Alexander was
      appointed to the Board of Directors. Mr. Rob Sinnott resigned as Chief Financial
      Officer, and effective November 1, 2004 Mr. Richard Behlmann was appointed
      to
      the position of Chief Financial Officer and Secretary of the Company. Mr. Smetek
      has an employment agreement with the Company. Mr. Alexander and Mr. Behlmann
      are
      no longer associated with the Company.




The
      Company intends to concentrate on expanding the marketing and sales of its
      existing patented products and does not anticipate any significant product
      research and development expenditures within the next twelve months, it has
      however entered into negotiations with other companies and individuals that
      have
      proprietary products that the Company would be interested in purchasing or
      licensing in order to market and distribute their products in the marketplace.
      Through these potential relationships the Company may expend research and
      Development dollars on the formulation and testing of these new
      products.




Company
      management has been actively integrating and consolidating the operations of
      the
      Company's newly acquired subsidiaries. As of April 30, 2005, the Company had
      one
      full-time and one part-time employee operating in its Richmond, British Columbia
      offices. These two employees are primarily focused on sustaining the activities
      and operations originally established by LarreaRx. These employees are supported
      by contractors and outsourcing organizations which provide assistance in such
      areas as accounting, computer services, marketing, product logistics and web
      development. Some of the contractors are focused on supporting the company's
      day-to-day operations and some are engaged in the integration and consolidation
      activities. With integration activities substantially completed and as sales
      grow, the Company intends to continue to use contractors, outsourcing
      organizations and hire additional employees as needed to support the Company's
      planned business activities.




The
      Company believes that current cash flow and its line of credit may be
      insufficient to sustain it at its current level. The development of new markets
      and additional personnel will further require the Company to raise new funds
      either through new equity, expanding its line of credit or obtaining a new
      debt
      facility.




**THE
      PRODUCTS**




The
      Company's current products are derived from the desert shrub Larrea tridentata.
      The proprietary extract from this plant, LarreastatinTM, is the key ingredient in
      all of the Company's products, which are sold under the trade names LarreaRxTM
and ShegoiTM. The extract and products based on the extract are protected by four
      US patents: #6,039,955; #6,004,559; #5,945,106; #5,837,252. The patented extract
      is believed to be an effective natural treatment for herpes-related disorders
      and inflammatory conditions.




Larrea
      plans to penetrate the global market either by expanding its direct marketing
      and retail sales channels or through licensing arrangements with multiple
      marketing partners who specialize in marketing into selected countries via
      such
      specific channels. It also intends to widen its product base through new
      licensing agreements or outright purchase or acquisition of new products, such
      purchase or acquisitions will be financed through new placement of common stock
      or issuance of new corporate debt which will dilute current shareholders and
      or
      create new debt for the Company.




4




A
      March
      2003 Reuters report states that, "The global antiviral market is forecast to
      grow from $8.7 billion in 2001 to $14 billion in 2007, largely due to the high
      incidence of viral infections and the inadequate efficacy of the drugs currently
      available". The family of human herpes viruses, currently with nine members,
      presents a good example of the extremely large potential marketplace for
      antiviral products. This family of contagious viruses infects almost everyone
      on
      the planet regardless of their geographic location. The best available data
      suggests that herpes simplex-1 (the cold sore virus) infects around 60% of
      the
      population; herpes simplex-2 (the genital herpes virus) infects around 26%
      of
      the population; varicella (the chicken pox and shingles virus) infects around
      90% of the population; Epstein-Barr virus (the mononucleosis virus) infects
      around 60% of the population; cyomegalovirus infects around 95% of the
      population; and human herpes viruses 6 and 7 infect between 75 and 98% of the
      population. These viruses, in addition to causing classical herpes virus
      diseases, are now being linked as a contributing factor in the development
      of at
      least three diseases which are the leading causes of death in developed nations:
      heart disease, cancer and Alzheimer's disease.




Herpes
      virus infections have also been linked with development of other serious
      conditions such as, hypertension, atherosclerosis, multiple sclerosis, Bell's
      palsy, trigeminal neuralgia, Hodgkin's disease, lymphoma and leukemia. Many
      medical professionals have suggested exploring the expanded use of antiviral
      agents as a treatment for many of these diseases.




To
      produce LarreastatinTM, Larrea plant material is harvested from native stands of
      the plant growing in the Sonora Desert. The environmentally sensitive harvesting
      methods do not kill or permanently damage the Larrea plants, thereby providing
      a
      sustainable natural resource. To minimize capital investment, the Company
      currently outsources the manufacturing of LarreastatinTM resin to Pioneer
      Laboratories (Tonopah, AZ), which extracts and processes the plant material
      using the Company's proprietary methods. Pioneer has current resin production
      capacity to satisfy the needs of approximately 666,000 finished dietary
      supplement bottles per month (60 capsules/bottle). The Company feels its current
      suppliers and contractors can supply sufficient product and handle the volumes
      necessary to meet the Company's expectations over the next 24
      months.




This
      resin is then processed into capsules, spray or lotion and packaged using
      selected contract manufacturers. These finished products are then handled by
      a
      contract warehousing/order fulfillment house which handles the orders from
      the
      Company and delivery to the customers. This structure reduces the need to invest
      in plant and equipment. The Company does not currently have a significant
      investment in plant and equipment and does not anticipate changing this policy
      for the future.




The
      Company's capsules, lotion and topical spray are sold by the Company through
      retail channels and direct marketing programs under the names of Shegoi and
      LarreaRx. These products are marketed as dietary supplements and are not FDA
      approved in the United States or approved by an equivalent to the FDA in any
      foreign jurisdiction. LarreaRx products are marketed through retail channels
      and
      are available throughout Canada and the US in numerous pharmacies and health
      food retail outlets. The same product line is also marketed under the brand
      name
      and label Shegoi and is sold through direct marketing channels.




Larrea
      Biosciences Corporation maintains a website at www.labsci.com. LarreaRx, Inc.
      maintains websites at www.shegoi.com and www.larrearx.com. Shegoi maintains
      a
      web site at www.shegoi.com.




**STRATEGIC
      ALLIANCES**




Larrea
      Biosciences will pursue opportunities for additional licensing relationships
      with other companies in the nutraceutical, cosmetics, pharmaceutical and network
      marketing industries. The proprietary extract will continue to be manufactured
      and produced under the control of the Company. Larrea Biosciences' strategic
      sub-licensing agreements overseas in markets other than the US and Canada may
      accelerate distribution and could result in immediate revenue from licensing
      fees, and ongoing revenues from product sales, royalty or resin purchases.
      Sub-licensees will cultivate and develop network marketing, direct sales
      endeavors and retail marketing in those countries with proven industry track
      records.




5




**MARKETING
      AND SELLING**




The
      Marketing Program Marketing and selling remain essential to building Company
      revenue, while affiliation and partnering further expand the potential for
      new
      growth. The objective of the Company's marketing program is to create and
      sustain preference and loyalty for the Company as the leading provider of
      proprietary LarreastatinTM resin extract.




The
      major
      marketing functions for the retail sector are performed by the Company. The
      Company has the overall responsibility for communications, advertising, public
      relations and the establishment of the retail and product information websites.
      Consumers can purchase LarreaRx through Whole Foods, Vitamin Cottage, selected
      Vitamin Worlds and other health food retailers in the United States. Puresource
      Inc. and Asenda Pharmaceuticals represent the products in Canada, which are
      distributed to various vendors such as Safeway, London Drugs, Save-On-Foods,
      Whole Foods, Capers, Overwaitea, Thrifty Foods and other health food stores
      for
      the retail market.




Shegoi
      products are available through a network distribution channel, which currently
      consists of nearly 200 distributors. The initial launch of the Shegoi products
      occurred in October, 2003. The Company is now revamping and implementing its
      compensation program for Multi Level Marketing, utilizing the InfoTrax suite
      of
      products rather than maintaining an in house system of marketing, accounting,
      and web hosting. Additional network and direct marketing outlets will be secured
      in the future in order to increase the powerful reach this type of marketing
      campaign can deliver.




**THE
      MARKETS**




Larrea
      Biosciences is targeting the global antiviral and dermatology markets with
      its
      LarreastatinTM based products. The global antiviral market is forecasted to grow
      to $14 billion by 2007, while the dermatology market is valued at $15 billion.
      With a major focus on herpes treatments, a market valued at approximately $1.8
      billion over the next four years. There are over 100 million herpes virus
      suffers in North America alone. LarreastatinTM-based products have demonstrated
      excellent results in treating conditions caused by the herpes class of viruses
      including cold sores, genital herpes and shingles; inflammatory conditions,
      including joint disorders, sinusitis, gastrointestinal disorders, psoriasis;
      and
      various microbial and fungal conditions. The Company incorporates its
      proprietary ingredient, LarreastatinTM, into a line of nutraceutical and cosmetic
      products for the sale and distribution through retail and direct marketing
      channels. The Company provides its products primarily to customers for personal
      use and to healthcare practitioners.




CURRENT
      MARKET OPPORTUNITIES INCLUDE:






Ÿ Healthy
      individuals General health and antioxidant activity.


Ÿ Aging
      Individuals Anti-aging, health a beauty needs.


Ÿ Elderly
      Individuals Shingles, Post-herpetic Neuralgia and other age-related
      conditions.


Ÿ Female
      Individuals Cosmetics, health and beauty needs.


Ÿ Sexually
      Active Individuals Supports and promotes health benefits from the impact of
      the
      Herpes and Papilloma viruses.


Ÿ Immune
      Compromised individuals (suffering from opportunistic infections) AID's infected
      individuals with Kaposi's sarcoma, Genital herpes,


Ÿ Cytomegalovirus, transplant patients, etc.




6




MARKET
      EXPANSION OPPORTUNITIES INCLUDE:




Ÿ Aged
      Related Diseases Cancer, Heart Disease, Liver Disease, Arthritis,
      etc.


Ÿ Neurodegenerative Diseases Multiple Sclerosis, Alzheimer's, etc.


Ÿ Infections Viral Infections, Bacterial Infections, Fungal Infections, etc.


Ÿ Dental
      Applications Canker Sores, Gingivitis, etc. o Sports Injury Applications Joint
      Pain and Inflammation.


Ÿ Cosmetics and Cosmetic Surgery Applications Scar Reduction, Anti-Wrinkle,
      etc.


Ÿ Skin
      Applications Eczema, Psoriases, Cold Sores, Viral Warts, Shingles o Veterinary
      Applications.




**FISCAL
      YEAR 2006 PERFORMANCE**




The
      Company's revenues decreased from $457,687 in 2006 to $347,643 in 2007. The
      revenue decrease occurred due to consolidation of operations, reduction in
      staff, an unprofitable direct marketing compensation program and overall sales
      decline which occurred from the cancellation of marketing and distribution
      contracts with brokers in a number of regions which were overlapping
      geographically and highly unprofitable for the Company. Sales also decreased
      through the Company's sale of the primary ingredient resin product to other
      manufacturers and distributors by former management which were creating
      competing private label products which eroded the Company's margins, created
      competing sales against the pricing points of the Company's products and created
      confusion in the marketplace with a number of different brands. It is the
      Company's opinion that this raw material resin has been sold in the marketplace
      and future sale of unfinished resin will not occur and will no longer dampen
      Company direct sales.




**EMPLOYEES**




As
      of
      April 30, 2007, Larrea Biosciences had one full-time and one part-time employee.
      The Company's administration, sales and marketing expenses are out sourced
      to
      companies and individuals on a contract basis providing direct services based
      on
      need as sales grow




**COMPETITION**




There
      are
      other Larrea-based products on the market; however, these products do not
      produce the same therapeutic results as LarreastatinTM. Also, their effectiveness
      is limited because the products generally are not readily absorbed into the
      digestive tract. More important is the fact that toxins capable of inducing
      liver damage have been associated with other Larrea-based products. The
      proprietary processing methods of LarreastatinTM provide the non-toxic quality to
      the Company's extract and products. Thus, key is the fact that each of the
      LarreastatinTM-based products are formulated to achieve the highest degree of
      potency without the toxicity risks found in other Larrea-based products.




No
      toxicity has been recognized from any Company sponsored in vitro and in vivo
      animal studies, independent in vitro and in vivo animal studies,
      Company-sponsored non-controlled human clinical studies or in non-controlled
      human clinical studies conducted by independent researchers utilizing
      LarreastatinTM. Likewise, no consumer use reports have indicated toxicity or
      adverse effects from the use of or LarreastatinTM in topical or oral form.




Additionally,
      no other patents cover the right to use the current proprietary extract or
      any
      other extract of larrea for the purpose of treating herpes and inflammatory
      conditions. The Company is in the process of expanding its current patent and
      product portfolio to encompass greater utility of the plant.




**OPERATIONS**




The
      Company's headquarters are in Houston, Texas and its administrative offices
      are
      located in Richmond, British Columbia. One hundred percent of the proprietary
      resin is produced from plants harvested in Arizona. Nearly 80% of LarreaRx's
      production of final product occurs in Canada and 20% of the final product are
      manufactured in the United States.




7




**INTELLECTUAL
      PROPERTY**




The
      Company, through GBI, owns U.S. Patents 5,837,252; 5,945,106; 6,004,559 and
      6,039,955. These patents relate to the production and use of proprietary
      extracts from the North American plant species, Larrea tridentata. The current
      patented technology broadly covers extraction and purification technologies
      as
      well as utility of extracts as antiviral, anti-inflammatory, antimicrobial
      and
      antioxidant agents. Specific claims allowed in the issued patents include:
      a
      method of treating herpes lesions and herpes viruses in humans using an
      effective amount of an extract of Larrea tridentata; a method of treating herpes
      viruses and symptomatic herpes virus lesions of the group: herpes simplex 1
      (cold sores), herpes simplex 2 (genital herpes), varicella-zoster virus
      (chickenpox and shingles), human herpes virus 4 (Epstein-Barr virus,
      mononucleosis), human herpes virus 5 (cytomegalovirus), human herpes viruses
      6
      and 7 (roseoloviruses), and herpes virus 8 (Kaposi's sarcoma); stimulation
      of
      human immune system function; a herpes treatment agent comprising a formulation
      of Larrea tridentata; and an agent for treatment of inflammation and
      inflammatory disease comprising a formulation of Larrea tridentata. These
      patents, which issued between 1998 and 2000, remain as an important barrier
      to
      competition. In addition to the existing patents, Larrea will aggressively
      prosecute pending patent applications to secure final issuance of multiple
      U.S.
      and international patents, which expand on the already patented technologies.
      Larrea will actively pursue new licensees for its patented technologies both
      domestically and overseas.




The
      Company relies upon a combination of nondisclosure and other contractual
      arrangements, as well as common law trade secret, copyright and trademark laws
      to further protect its proprietary rights. The Company enters into
      confidentiality agreements with its consultants and clients and limits access
      to
      and distribution of its proprietary information. The product names Larreastatin
      and Shegoi are trademarked in the U.S.




**GOVERNMENTAL
      APPROVAL AND REGULATION**




Like
      all
      companies, including those with multinational operations, we are subject to
      the
      laws of the countries in which the Company maintains subsidiaries and conducts
      operations. Additionally, there are regulatory guidelines that are to be
      followed when selling natural plant extracts, dietary supplement and cosmetic
      products. The specific regulations and extent of the regulations vary from
      country to country. Larrea Biosciences relies on the advice of regulatory
      affairs consultants and legal council to stay within any guidelines and
      regulations imposed by each government on our industry.




**ITEM
      2. DESCRIPTION OF PROPERTIES**




The
      Company has office at 2210-13700 Mayfield Place, Richmond, British Columbia
      V2V
      2E4 and operates its administrative offices in approximately 1,850 square feet
      of leased space under a three-year lease, which expires in 2008. Minimum lease
      payments under this operating lease are approximately $8,100 in fiscal year
      2005, $12,774 in 2006, $16,064 in 2007, $16,683 in 2008, and $1,394 in 2009.
      The
      Richmond office houses its administrative offices and provides sufficient space
      for a product demonstration area. The Company's office space is sufficient
      for
      current needs. Additional lease space is available at reasonable rates in the
      area if the Company requires additional space. The Company's headquarters and
      executive offices has been moved and is located to 4119 Montrose, Suite 230,
      Houston, Texas 77006. The Company has entered into a One Year lease for $37,692
      and is sufficient for it's current needs. There is sufficient space available
      for reasonable terms in the area if the company requires additional space.




8


**ITEM
          3. LEGAL PROCEEDING**
  The
          Registrant's officers and directors are not aware of any threatened or
          pending
          litigation to which the Registrant is a party or which any of its property
          is
          the subject and which would have any material, adverse effect on the Registrant. Prior
          to
          the change in control in September 2004, the Company's main operating
          subsidiary, LarreaRx, Inc., was threatened by a number of former vendors
          and
          suppliers with lawsuits seeking recovery of unpaid charges and invoices.
          After
          the change in control, the Company made a formal settlement offer to clear
          up
          outstanding claims and successfully resolved the majority of claims. The
          remaining unresolved claims include one small claims court lawsuit, filed
          in
          Toronto against a director Robert Alexander and the Company as "Virox."
          This
          claim is considered routine and incidental to the operation of the business
          and
          not material. No lawsuits are currently threatened or filed against or
          by Larrea
          Biosciences Corporation.
 **I****TEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
        HOLDERS******
  During
        the year ended April 30, 2007, no matters were submitted to a vote of our
        security holders.
  9
  **PART
        II**
  **ITEM
        5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
        MATTER******
  (a)
        Market Price Information
 The
        Registrant's common stock is subject to quotation on the OTC:BB under the
        symbol
        LRRA. To the best knowledge of the Registrant, there has been no active trading
        activity for approximately the past two years. The following table shows
        the
        high and low bid prices for the Registrant's common stock during the last
        two
        fiscal years as reported by the NASD. These prices reflect inter-dealer
        quotations without adjustments for retail markup, markdown or commission,
        and do
        not necessarily represent actual transactions.
  **Fiscal
                  2007**
              
              **Fiscal
                  2006**
              
              **Fiscal
                  2005****High**
              
              **Low**
              
              **High**
              
              **Low**
              
              **High**
              
              **Low**First
                  Quarter ended July 31,
              
              $
              0.08
              
              $
              0.08
              
              $
              1.15
              
              $
              0.05
              
              $
              1.15
              
              $
              0.95Second
                  Quarter ended October 31,
              
              $
              0.08
              
              $
              0.05
              
              $
              0.48
              
              $
              0.48
              
              $
              0.48
              
              $
              0.48Third
                  Quarter ended January 31,
              
              $
              0.09
              
              $
              0.05
              
              $
              0.25
              
              $
              0.15
              
              $
              0.25
              
              $
              0.23Fourth
                  Quarter ended April 30,
              
              $
              0.09
              
              $
              0.03
              
              $
              0.54
              
              $
              0.32
              
              $
              0.54
              
              $
              0.32
  Approximate
        Number of Holders of Common Stock: As of July 5, 2006, there were approximately
        69 shareholders of record of our common stock, and there were 22,901,445
        shares
        of common stock issued and outstanding.
  **Dividend
        Policy**
  Holders
        of our common stock are entitled to dividends when, as, and if declared by
        the
        Board of Directors, out of funds legally available therefore. There are no
        restrictions in our articles of incorporation or by-laws that restrict us
        from
        declaring dividends.
  **Recent
        Sales of Unregistered Securities**
  On
        March
        24, 2004, the Company entered into an agreement with the shareholders of
        GBI
        whereby the Company acquired all of the issued and outstanding shares of
        GBI in
        exchange for 3,500,000 shares of restricted common stock of the Company.
        As all
        the shareholders of GBI were non-U.S. residents, the shares were issued in
        reliance on an exemption from registration available under Regulation S of
        the
        Securities Act of 1933. The shares, due to the shareholders of GBI from the
        Company, were not issued until August 2004.
  **Equity
        Compensation Plans**
  As
        of
        April 30, 2007, the Company has an equity compensation plan in place for
        executives and employees and contract advisors which was approved by the
        Company's Board at a meeting held December 19, 2005. The plan calls for
        5,500,000 shares to be issued to key employees, directors, contract employees
        and contract advisors, which the company has retained in helping it execute
        its
        business plan. The plan is attached as an exhibit to this filing. The
        liabilities related to this plan have been accrued as expenses to the Company
        and shares have not been issued as of April 30, 2007. The plan includes
        provisions for shares to be issued to key employees in lieu of their being
        paid
        cash for their work for the company.
  10
  **ITEM
        6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND FINANCIAL
        CONDITIONS******
  The
        following discussion contains forward-looking statements. Forward-looking
        statements give our current expectations or forecasts of future events. You
        can
        identify these statements by the fact that they do not relate strictly to
        historical or current facts. They use of words such as "anticipate," "estimate,"
        "expect," "project," "intend," "plan," "believe," and other words and terms
        of
        similar meaning in connection with any discussion of future operating or
        financial performance. From time to time, we also may provide forward-looking
        statements in other materials we release to the public.
  Prior
        to
        April 30, 2004, the Company did not have any business operations. With the
        acquisition of Global Botanics, Inc. and LarreaRx, Inc. the Company began
        developing, marketing and selling products derived from the patents covering
        the
        extraction of LarreastatinTM, the active ingredient used in the company's
        products, and using the marketing and distribution operations established
        by
        LarreaRx, Inc. Management intends to expand distribution and marketing of
        products using the LarreastatinTM resin. The Company's business plan for the next
        twelve months is focused on four main areas.
  1.
        Integrating and consolidating the operational activities of the new
        acquisitions. This includes defining appropriate sales channels and eliminating
        duplicative activities and vendors.
  2.
        Expanding its market presence in the United States and Canada and expanding
        the
        distribution of Virastatin-based products directly or under license to new
        and
        existing markets in the United States and internationally. This includes
        seeking
        strategic relationships with international vendors with established markets
        and
        distribution channels in selected countries.
  3.
        Improving the efficiency of the day to day operations and selecting the
        appropriate vendors to position the company to manage rapid growth. This
        includes expanding the on-line or internet sales capabilities and negotiating
        better pricing on services in exchange for increased volume and potentially
        exclusive contracts.
  4.
        Broadening of Intellectual property portfolio for increased security and
        protection of claims, utility and processing methods both domestically and
        internationally. The Company will be completing several consolidation
        initiatives within its business operations designed to lower its cost by
        improving its vendor pricing and simplifying its outsourcing operations.
        Going
        forward, management has set the following long-term goals to achieve over
        the
        next twelve months:
  Ÿ Expanded
        distribution of Larreastatin-based products for license to nutraceutical,
        cosmetic, pharmaceutical and veterinary markets
  Ÿ Increase
        the Companies portfolio of products and broaden the intellectual property
        portfolio for increased security and protection of claims, utility and
        processing methods The Company believes current cash flow and its existing
        line
        of credit may not be sufficient to sustain it at its current level of operations
        for the next twelve months. Moreover, the development and implementation
        of new
        marketing plans and additional personnel will require the Company to raise
        new
        capital either through the issuance of new equity, expanding its line of
        credit
        or obtaining a new debt facility.
  The
        Company will continue to contract out the manufacturing and development of
        its
        products. The Company does not employ a research staff and no specific research
        projects are currently underway or scheduled for the next twelve months.
        However, the Company does intend to explore the potential for clinical studies
        to support its existing products. It will also review the opportunity to
        develop
        new products using its existing patents. The Company contracts out its supply
        chain activities. It intends to continue using outsourced providers and does
        not
        plan to construct or lease any significant facilities or equipment to maintain
        its business operations over the next twelve months. During the coming year
        the
        focus of the Company and its management will be on increasing revenue from
        the
        retail distribution of its products and improving the size of its direct
        marketing distributor network. Although the Company does not have any definitive
        plans to significantly increase its employee base, it does intend to add
        new
        employees or contractors to increase the effectiveness of its marketing and
        administrative functions.
  11
  The
        Company will continue to contract out the manufacturing and development of
        its
        products. The Company does not employ a research staff and no specific research
        projects are currently underway or scheduled for the next twelve months.
        However, the Company does intend to explore the potential for clinical studies
        to support its existing products. It will also review the opportunity to
        develop
        new products using its existing patents.
  The
        Company contracts out its supply chain activities. It intends to continue
        using
        outsourced providers and does not plan to construct or lease any significant
        facilities or equipment to maintain its business operations over the next
        twelve
        months.
  During
        the coming year the focus of the Company and its management will be on
        increasing revenue from the retail distribution of its products and improving
        the size of its direct marketing distributor network. Although the Company
        does
        not have any definitive plans to significantly increase its employee base,
        it
        does intend to add new employees or contractors to increase the effectiveness
        of
        its marketing and administrative functions.
  **MATERIAL
        TRENDS AFFECTING THE COMPANY**
  Larrea
        Biosciences Corporation has identified the following material trends affecting
        the Company
  Positive
        trends:
 *Increased
        Awareness of Green Pharmaceuticals:* Due to
        the recent high profile recall for certain prescription pharmaceuticals there
        is
        an increasing awareness in the general public regarding the use of natural
        products as an alternative therapy. The Company may benefit from this increasing
        recognition as the general public begins seeking natural products to replace
        their existing drugs.
  *Broadening
        Delivery Options:* The
        market is seeking new and different ways of getting their daily dosage of
        natural products other than just capsules. Customers are seeking formulas
        that
        include receiving the product in the form of a liquid or drinkable herbal
        tea,
        as well as the more topical applications such as sprays and lotions. This
        desire
        for different delivery methods will allow the Company to increase it product
        portfolio using its existing Larrea Tridentata foundation.
  *Quality
        & Manufacturing Improvements:* An
        increase in the regulation of green pharmaceuticals has required manufacturers
        to improve their processes. The result of these improvements is an increase
        n
        the number of quality manufacturers available which is projected to create
        more
        effective competition allowing the Company to sustain its quality at lower
        manufacturing costs.
  Negative
        trends
 *Competition:* There
        are an increasing number of green pharmaceuticals entering the market many
        of
        which purport to help the same conditions as the Company's
        products.
  *Differentiation:* Due to
        the constant flow of new product and formulations of green pharmaceuticals
        into
        the market the Company must be able to differentiate its product to the market.
  Regulation:
        There are pressures within the Food and Drug Administration ("FDA") to increase
        the regulation and standards of review for natural products and their
        formulations. Requiring clinical studies or double blind testing could force
        the
        Company incur significant costs to make its products available to the market.
        Maintaining the same or similar standards as pharmaceuticals would require
        price
        increases and impact the distribution of the Company's products.
  12
  **CRITICAL
        ACCOUNTING POLICIES**
  Our
        financial statements and related public financial information are based on
        the
        application of accounting principles generally accepted in the United States
        ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
        subjective interpretations of accounting principles that have an impact on
        the
        assets, liabilities, and expense amounts reported. These estimates can also
        affect supplemental information contained in the external disclosures of
        the
        Company including information regarding contingencies, risk and financial
        condition.
  Management
        believes our use of estimates and underlying accounting assumptions adhere
        to
        GAAP and are consistently and conservatively applied. Valuations based on
        estimates are reviewed for reasonableness and conservatism on a consistent
        basis
        throughout the Company. Primary areas where our financial information is
        subject
        to the use of estimates, assumptions and the application of judgment include
        our
        evaluation of impairments of intangible assets, and the recoverability of
        deferred tax assets, which must be assessed as to whether these assets are
        likely to be recovered by us through future operations. We base our estimates
        on
        historical experience and on various other assumptions that we believe to
        be
        reasonable under the circumstances.
  Actual
        results may differ materially from these estimates under different assumptions
        or conditions. We continue to monitor significant estimates made during the
        preparation of our financial statements.
  **REVENUE
        RECOGNITION**
  Larrea
        sells its dietary supplement products through two different sales channels.
        It
        sells its Shegoi brand line of products through a direct marketing organization
        which distributes the products through individual distributors. Larrea sells
        it
        LarreaRx brand products through wholesale distributors where it delivers
        product
        in quantity at wholesale prices to brokers and other commercial distributors
        which distribute and sell the product to retailers.
  1.
        Larrea
        recognizes revenues from sales through its direct marketing organization
        on the
        shipment of the product. Sales are initiated by the customer either through
        accessing an on-line E-commerce site or by contacting the Company on a toll-free
        number. The E-commerce site or the representative handling the telephone
        inquiry
        will provide the customer with product information, pricing, including shipping
        and the terms of the sale. Prior to shipping all orders are prepaid either
        by
        check, money order or credit card. The customer can return the product unopened,
        if its condition is not satisfactory or they change their mind after placing
        the
        order and a reasonable provision has been made for returns and
        allowances.
  2.
        Larrea
        recognizes revenue from sales to its wholesale distributors on shipment of
        the
        product. Prior to a shipment the customer will either pre-pay for the order
        or
        will have established pricing and credit terms from the Company. Sales through
        its wholesale distributors are subject to minimum quantities, volume based
        discounts and other resale restrictions. There is a provision for a reasonable
        allowance due to breakage, returns and damage in shipment.
  Although
        Larrea has no immediate plans to alter its sales channels or significantly
        change the contents of its packs, products or its shipping methods, any such
        changes in the future could result in revenue deferrals or could cause Larrea
        to
        recognize any deferred revenue over a longer period of time.
  **VALUATION
        OF LONG-LIVED AND INTANGIBLE ASSETS**
  When
        the
        Company acquires technology, the rights to manufacture and sell a product,
        it
        records the purchase price less the value of related liabilities assumed
        as
        intangible assets. The Company uses the assistance of experts to help allocate
        the purchase price to the fair value of the various intangible assets acquired.
        The Company then estimates the economic useful life of each of these intangible
        assets in order to amortize their cost as an expense in the statement of
        operations over the estimated economic useful life of the related asset.
        The
        factors that drive the actual economic useful life of a pharmaceutical product
        are inherently uncertain, and include patent protection, competition by similar
        products, future introductions of competing products, the impact of promotional
        efforts and many other issues. The Company uses all of these factors in
        initially estimating the economic useful lives of its products, and also
        continuously monitors these factors to assess if changes in estimates are
        required.
  13
  The
        Company evaluates the recoverability of property and equipment and patents
        whenever events or changes in circumstances indicate that the carrying value
        may
        not be recoverable. The Company recognizes an impairment loss related to
        property and equipment and patents if the projected undiscounted future cash
        flows are less than the carrying amounts. The amount of the impairment charge,
        if any, is measured equal to the excess of the carrying value over the asset's
        fair value, generally determined using the future operating cash flows
        discounted at the Company's average rate of cost of funds. The assessment
        of the
        recoverability of property and equipment and patents will be impacted if
        estimated future cash flows differ from those estimates.
  The
        Company records raw material inventory at cost when it orders resin from
        its
        contract manufacturer. Finished product is recorded at the total cost of
        producing the product, the aggregate charges for contract manufacturing as
        well
        as any storage charges or shipping required in producing the resin and packaging
        the final product.
  Once
        produced and labeled the products are transferred from the contract
        manufacturers to a fulfillment warehouse operated by third parties and then
        distributed as sales occur.
  The
        Company does not provide a reserve for obsolescence because they are able
        to
        order the resin in limited quantities and create the other products from
        the
        resin quickly as needed. The useable life of the resin is ten years or more
        and
        the product is held in resin form until such time as it is produced into
        capsules, lotions or spray. Based on marketing projections, the amount of
        finished product available is managed tightly to optimize finished product
        inventory and prevent obsolescence.
  **Committees**
  The
        Company intends to form Audit, Compensation and Nominating and Corporate
        Governance Committees when circumstances justify increasing the size of the
        Board. Currently Mr. Smetek and Mr. Johnson are fulfilling the functions
        of
        these committees.
  **RESULTS
        OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2007 COMPARED TO THE YEAR ENDED
        APRIL
        30, 2006**
  The
        Company’s revenues for the year ended April 30, 2007, were $345,643 compared to
        $457,682 or a reduction of $112,039. Cost of Sales for the year ended 2007
        was
        $319,802 as compared to $153,024 for the comparable period of 2006 or an
        increase of $166,748. The increase in cost of sales is directly related to
        the
        costs of our products. Selling, general and administrative expenses for the
        year
        ended April 2007 were $851,111 as compared to $891,067 last year.
  The
        Company incurred a net loss of $910,079 for the year ended April 30, 2007
        as
        compared to $663,680 for the year ended April 30, 2006. The significant increase
        was due to the Company incurring $439,680 in stock-based compensation to
        employees and consultants during the fiscal year ended April 30,
        2007.
  Loss
        per
        share was $.03 in 2007 compared to $.03 in 2006. The weighted average number
        of
        shares outstanding for the years ending April 30, 2007 was 29,984,570 and
        2006
        was 22,901,445 respectively.
  Stockholder
        deficiency at April 30, 2007 was $1,053,307 compared to stockholder deficiency
        of $1,000,158 at April 30, 2006.
  14
  **Going
        Concern Qualification**
  The
        Company's independent auditors have included an explanatory paragraph in
        their
        report on the April 30, 2007 consolidated financial statements discussing
        issues
        which raise substantial doubt about the Company's ability to continue as
        a
        "going concern." The going concern qualification is attributable to recurring
        losses.
  For
        the
        year ended April 30, 2007, the Company continued to experience a negative
        cash
        flow from operations, and projects that it will need additional capital to
        achieve its business plan. The Company believes it can raise additional funds
        though equity or debt financing.
  **Liquidity
        and Capital Resources**
  Total
        assets at April 30, 2007 were $18,309 compared to $188,595 in 2006. Total
        liabilities at April 30, 2007 were $1,071,616 as compared to $1,188,753 in
        2006.
        Our working capital for 2007 was a negative $1,067,597 as compared to a negative
        $1,073,753 last year. The Company’s net cash used in operating activities was
        $341,941 as compared to $659,967 the previous year. Net cash provided by
        financing activities for the year ended April, 2007 was $318,766 as compared
        to
        $655,507. The funds provided were borrowings from SMI Re Limited, which company
        is controlled by officers of the Company. The company’s future operations are
        dependent upon its ability to obtain third party financing in the form of
        debt
        and equity and ultimately have future profitable operations or generate income
        from its operations. The Company is currently seeking additional funds through
        future debt or equity financing to offset future cash flow deficiencies.
        Such
        financing may not be available or may not b e available on reasonable terms.
        The
        resolution of this going concern issue is dependent on the realization of
        management’s plans. If management is unsuccessful in raising future debt or
        equity financing, the Company will be required to liquidate assets and curtail
        or possibly cease operations.
  There
        are
        no limitations in the Company's articles of incorporation on the Company's
        ability to borrow funds or raise funds through the issuance of restricted
        common
        stock or debt instruments. The Company's limited resources and lack of having
        cash-generating business operations may make it difficult to borrow funds
        or
        raise capital. These factors may have a material adverse effect on the Company's
        financial condition and future prospects, including the ability to execute
        its
        business plan. To the extent that debt financing ultimately proves to be
        available, any borrowing will subject us to various risks traditionally
        associated with indebtedness, including the risks of interest rate fluctuations
        and insufficiency of cash flow to pay principal and interest.
  **Dividends
        and Redemption**
  It
        has
        been the Company's policy to invest earnings in the growth of the Company
        rather
        than distribute earnings as dividends. This policy, under which dividends
        have
        not been paid since the Company's inception, is expected to continue, but
        is
        subject to regular review by the Board of Directors.
  **Off-Balance
        Sheet Arrangements**
  As
        of
        April 30, 2007 we did not have any off-balance sheet arrangements as defined
        in
        Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act
        of 1934.
  **ITEM
          7. FINANCIAL STATEMENTS******
 The
        Registrant's audited financial statements for the fiscal years ended April
        30,
        2007 and April 30, 2006 are attached to this annual report.
  15
  **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE******
  In
        connection with the audit of the Company's financial statements for the fiscal
        year ended April 30, 2007 there were no disagreements, disputes, or differences
        of opinion with R.E. Bassie & Co. on any matters of accounting principles or
        practices, financial statement disclosure, or auditing scope and procedures,
        which, if not resolved to the satisfaction of R.E. Bassie & Co., would have
        caused R.E. Bassie & Co. to make reference to the matter in its report.
  **ITEM
        8A. CONTROLS AND PROCEDURES******
  *Management's
        Report on Internal Control over Financial Reporting.* Our
        internal control over financial reporting is a process that, under the
        supervision of and with the participation of our management, including our
        Chief
        Executive Officer and Chief Financial Officer, was designed to provide
        reasonable assurances regarding the reliability of financial reporting and
        the
        preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles. Our internal control over financial
        reporting includes those policies and procedures that (i) pertain to the
        maintenance of records that, in reasonable detail, accurately and fairly
        reflect
        our transactions and dispositions of our assets; (ii) provide reasonable
        assurance that transactions are recorded as necessary to permit preparation
        of
        financial statements in accordance with generally accepted accounting
        principles, and that our receipts and expenditures are being made only in
        accordance with authorizations of our management and our trustees; and (iii)
        provide reasonable assurance regarding prevention or timely detection of
        unauthorized acquisition, use, or disposition of our assets that could have
        a
        material effect on our financial statements.
  Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that our controls
        may
        become inadequate because of changes in conditions, or that the degree of
        compliance with the policies or procedures may deteriorate.
  As
        management, it is our responsibility to establish and maintain adequate internal
        control over financial reporting. As of April 30, 2007, under the supervision
        and with the participation of our management, including our Chief Executive
        Officer, we evaluated the effectiveness of our internal control over financial
        reporting using criteria established in Internal Control - Integrated Framework
        issued by the Committee of Sponsoring Organizations of the Treadway Commission
        ("COSO"). Based on our evaluation, we concluded that the Company maintained
        effective internal control over financial reporting as of April 30, 2007,
        based
        on criteria established in the Internal Control - Integrated Framework issued
        by
        the COSO.
  *Evaluation
        of disclosure controls and procedures* . As
        of
        April 30, 2007, the Company's chief executive officer and chief financial
        officer conducted an evaluation regarding the effectiveness of the Company's
        disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
        under the  Exchange Act. Based upon the evaluation of these controls and
        procedures, our chief executive officer and chief financial officer concluded
        that our disclosure controls and procedures were effective as of the date
        of
        filing this annual report applicable for the period covered by this
        report.
  *Changes
        in internal controls* . During
        the period covered by this report, no changes occurred in our internal control
        over financial reporting that materially affected, or is reasonably likely
        to
        materially affect, our internal control over financial reporting.
  **ITEM
        8B. OTHER INFORMATION******
  None.
  16
  **PART
        III**
  **ITEM
        9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH
        SECTION 16(A)******
  **Name**
              
              **Age**
              
              **Title**
              
              **Date
                  Became Executive Officer**Peter
                  P. Smetek, Jr.
              
              63
              
              Chief
                  Executive Officer , CFO and Director
              
              09/2004
  Officers
        are not elected for a fixed term of office but hold office until their
        successors have been elected.
  *Peter
        P. Smetek, Jr., CEO and Director,* has
        been
        a Director of the Company since 2004. Mr. Smetek has 31 years experience
        in the
        securities and investment banking industry. He is the President of Smetek
&
Associates, Inc., a Consulting and Investment Banking Firm and is a former
        NASD
        broker dealer. He has experience as a former Vice Chairman of the Board and
        Director of a privately held pet food company, which grew from $12 million
        in
        sales to $240 million during his tenure, and was the Chairman and Chief
        Executive Officer of an oil field service company that employed as many as
        180
        people. He has also served on a number of boards of small start-up companies
        in
        the medical technology field, and computer technology area, one of which
        was an
        ASE listed company.
  Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires that the
        Company's directors and executive officers and persons owning more than 10%
        of
        the outstanding Common Stock, file reports of ownership and changes in ownership
        with the Securities and Exchange Commission ("SEC"). Executive officers,
        directors and beneficial owners of more than 10% of the Company's Common
        Stock
        are required by SEC regulation to furnish the Company with copies of all
        Section
        16(a) forms they file.
  Based
        solely on copies of such forms furnished as provided above, or written
        representations that no Forms 5 were required, the Company believes that
        during
        the fiscal year ended April 30, 2007, all Section 16(a) filing requirements
        applicable to its executive officers, directors and beneficial owners of
        more
        than 10% of its Common Stock were complied with, except as follows: Mr. Peter
        Smetek, Jr. did not file a Form 5 for the year 2007.
  17
  **ITEM
        10. EXECUTIVE COMPENSATION******
  The
        following table contains the executive compensation to the chief executive
        officer of the Company for the periods set forth below.
  **Summary
        Compensation Table**
  Long
                  TermAnnual
                  Compensation
              
              Compensation AwardsOther
              
              Restricted
              
              SecuritiesAnnual
              
              Stock
              
              Underlying
              
              All
                  OtherSalary
              
              Bonus
              
              Compensation
              
              Award(s)
              
              Options
              
              CompensationName
                  and Principal Position
              
              Year
              
              ($)
              
              ($)
              
              ($)
              
              ($)
              
              ($)
              
              ($)Peter
                  P. Smetek,
                Jr.,
                  CEO and
                President(1)
              
              2007
              
              0
              
              —
              
              —
              
              8,000—
              
              —
              
              —2006
              
              96,000
              
              —
              
              —
              
              —
              
              —
              
              —James
                  A.
                Johnson,
                  CFO
                and
                  Secretary(2)
              
              2006
              
              —
              
              —
              
              —
              
              —
              
              —
              
              —2005
              
              —
              
              —
              
              —
              
              —
              
              —
              
              —
 
 (1)
        Portions of Mr. Smetek's compensation is accrued but deferred until the Company
        has sufficient cash flow to pay Mr. Smetek. His employment contract with
        the
        company allows him to covert his accrued salary expense to common stock of
        the
        Company at his option.
 (2)
        Mr.
        Johnson resigned as CFO in March 2006.
  **Compensation
        of Directors**
  Directors
        of the Company receive cash compensation of $10,000 per year and options
        to
        purchase common stock of the company equal to their cash fees of $10,000
        per
        year for attendance at board meetings and are entitled to reimbursement of
        their
        reasonable expenses incurred in attending Directors Meetings.
  **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT******
  The
        table
        below discloses any person (including any "group") who is known to the
        Registrant to be the beneficial owner of more than five (5%) percent of the
        Registrant's voting securities. As of July 21, 2006, the Registrant had
        22,727,167 shares of common stock issued.
  Title
                  of Class
              
              Name
                  and Address of Beneficial Owner
              
              Amount
                  and Nature of Beneficial Owner
              
              Percent of ClassCommon
                  Stock
              
              A
                  & S Holdings Management, Ltd.(1)(2)
                c/o
                  Larrea Biosciences Corporation
                2205-13700
                  Mayfield Place
                Richmond,
                  BC, Canada
              
              11,
                  679,737 shares
              
              51.39%Common
                  Stock
              
              Peter
                  P. Smetek, Jr., CEO and Chairman
                c/o
                  Larrea Biosciences Corporation
                4119
                  Montrose Blvd., Suite 230
                Houston,
                  TX 77006
              
              500,000
                  shares
              
              2.20%Common
                  Stock
              
              Robert
                  Sinnott
                3191
                  West Drake Drive
                Chandler,
                  AZ 85226
              
              3,585,574
                  shares
              
              15.78%Common
                  Stock
              
              All
                  officers and directors as a group (2 people)
              
              6,339,868
                  shares
              
              27.89%
 (1)
          Smetek & Associates, Inc., of which Mr. Smetek is the President, acts as an
          advisor and guarantor to A & S Holdings Management Ltd. Neither Mr. Smetek
          personally nor Smetek & Associates and/or its affiliates own directly shares
          in A & S Holding Management.
 (2)
          The
          shares held by A & S Management, Ltd. have been pledged as security for the
          one million dollar line of credit. As part of that agreement, A & S
          Management, Ltd has assigned its voting rights in the stock to the lender,
          SMI
          RE, Ltd. during the period the line of credit is outstanding. Mr. Smetek
          is a
          principal shareholder and officer of SMI RE, Ltd.
 18
  **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS******
  In
        September of 2004 the Company entered into a line of credit agreement for
        up to
        one Million ($1,000,000) dollars with SMI RE, Inc. a Nevis corporation
        controlled by Peter P. Smetek, Jr., the Chief Executive Officer and a director
        of the Company. This line of credit had an outstanding balance of $1,131,000
        at
        April 30, 2006. On April 30, 2006, the line of credit was extended and replaced
        by a forbearance note with SMI Re Limited until July 31, 2006. The note has
        been
        further extended until October 31, 2006. SMI Re Limited has agreed to extend
        and
        increase the amount of the note to the Company.
  The
        forbearance note is interest only on the amounts as drawn down by the Company
        at
        an interest rate of eight (8%) percent. The loan matures on October 31, 2006.
        As
        part of the terms and conditions of the note, it is secured by all of the
        tangible and intangible assets of the Company, and 51% of the common stock
        pledged by A&S Holdings Management.
  During
        the fiscal year 2006, management and consulting fees were paid to officers
        and
        directors of the Company and/or companies controlled by them. Management
        and
        consulting fees were also accrued as expenses payable to officers and directors
        of the Company.
  The
        Company's management believes that the terms of these transactions are no
        less
        favorable to the Company than would have been obtained from an unaffiliated
        third party in similar transactions. Future transactions with affiliates
        will be
        on terms no less favorable than could be obtained from unaffiliated third
        parties, and will be approved by a majority of the disinterested
        directors.
  **ITEM
        13. EXHIBITS AND REPORTS ON FORM 8-K******
  (a)
        The
        following documents are filed as exhibits to this report on Form 10-KSB or
        incorporated by reference herein. Any document incorporated by reference
        is
        identified by a parenthetical reference to the SEC filing that included such
        document.
  Exhibit
                  No.
              
              Description21.1
              
              List
                  of Subsidiaries, attached to the Company's Form 10-KSB/A filed
                  on April
                  11, 2006.10.1
              
              2006
                  Stock Option Plan, filed herewith.31.1
              
              Certification
                  of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange
                  Act
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.31.2
              
              Certification
                  of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange
                  Act
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.32.1
              
              Certification
                  of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                  Section
                  906 of the Sarbanes-Oxley Act of 2002.32.2
              
              Certification
                  of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                  Section
                  906 of the Sarbanes-Oxley Act of
                  2002.
  (b) Reports
        on Form 8-K During the Last Quarter of the Fiscal Year Covered by this
        Report:
  The
        Registrant filed a Form 8-K during the last quarter of the fiscal year covered
        by this annual report disclosing under Item 1.01 "Entry into a Material
        Definitive Agreement" and a Form 8-K on June 26, 2006 with Item 4.01 "Changes
        in
        Registrant's Certifying Accountants" disclosure.
  19


**ITEM
        14. PRINCIPAL ACCOUNTING FEES AND SERVICES******
  Independent
        Public Accountants
 The
        Registrant's Board of Directors has appointed R.E. Bassie & Co. as
        independent public accountant for the fiscal year ending April 30, 2007 and
        2006.
 
 Principal
        Accounting Fees
 The
        following table presents the fees for professional audit services rendered
        by
        R.E. Bassie & Co. for the audit of the Registrant's annual financial
        statements for the years ended April 30, 2006 and April 30, 2005, and fees
        billed for other services rendered by R.E. Bassie & Co. during those
        periods.
 
 **Year Ended****April
                  30,  2007**
              
              **April
                  30, 2006**Audit
                  fees (1)
              
              $
              64,000
              
              $
              56,500Audit-related
                  fees (2)
              
              
              N/A
              
              
              N/ATax
                  fees (3)
              
              
              N/A
              
              
              N/AAll
                  other fees
              
              
              N/A
              
              
              N/A
 
 (1)
              Audit
                  fees consist of audit and review services, consents and review
                  of
                  documents filed with the SEC.
 (2)
              Audit-related
                  fees consist of assistance and discussion concerning financial
                  accounting
                  and reporting standards and other accounting issues.
 (3)
              Tax
                  fees consist of preparation of federal and state tax returns, review
                  of
                  quarterly estimated tax payments, and consultation concerning tax
                  compliance issues.
 
 The
        Company was advised by R.E. Bassie & Co. that neither the firm, nor any
        member of its firm, have any direct or indirect financial interest in any
        capacity in Larrea. The members of the Company's Board of Directors believe
        that
        the payment of all fees set forth above does not prohibit R.E. Bassie & Co.
        from maintaining its independence.
  Code
        of
        Ethics
 The
        Corporation has adopted a Code of Ethics that are designed to deter wrongdoing
        and to promote honest and ethical conduct, full, fair, accurate, timely and
        understandable disclosure in the Registrant's SEC reports and other public
        communications. The Code of Ethics promotes compliance with applicable
        governmental laws, rules and regulations.
  Section
        16(a) Compliance
 Section
        16(a) of the Securities and Exchange Act of 1934 requires the Registrant's
        directors and executive officers, and persons who own beneficially more than
        ten
        percent (10%) of the Registrant's Common Stock, to file reports of ownership
        and
        changes of ownership with the Securities and Exchange Commission. Copies
        of all
        filed reports are required to be furnished to the Registrant pursuant to
        Section
        16(a). Based solely on the reports received by the Registrant and on written
        representations from reporting persons, the Registrant was informed that
        its
        officers and directors have not filed all reports required under Section
        16(a).
  20
  **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.
  LARREA
        BIOSCIENCES CORPORATION
  /s/
                  Peter P. Smetek, Jr.(Chief Executive Officer & Chief Financial
                  Officer)
                *Dated: April 30, 2007*
                *Houston,
                    Texas*
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities and on the date indicated.
  /s/
                  Peter P. Smetek, Jr.
              /(Chief
                Executive
                Officer & Chief Financial Officer)*Dated:April
                30,2007**Houston,
                  Texas*
              *Houston,
                  Texas*
  21
  **Financial
        Statements**
  Report
                  of Independent Registered Public Accounting Firm
              23Consolidated
                  Financial Statements:Balance Sheets - April 30, 2007 and 2006
              24Statements of Operations - Years ended April 30, 2007 and
                  2006
              25Statements of Stockholders' Equity - Years ended April 30, 2007
                  and
                  2006
              26Statements of Cash Flows - Years ended April 30, 2007 and
                  2006
              27Notes
                  to Consolidated Financial Statements
              28
  22
  **R.
        E. Bassie & Co.**
 ***Certified
        Public Accountants***
 
   6671
                  Southwest Freeway, Suite 550
                Houston,
                  Texas 77074
                Tel:
                  (713) 272-8500 Fax: (832) 202-0536
                E-Mail:
                  Rebassie@aol.com
   REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The
        Board
        of Directors and Stockholders
 Larrea
        Biosciences Corporation:
  We
        have
        audited the accompanying consolidated balance sheets of Larrea Biosciences
        Corporation and subsidiaries as of April 30, 2007 and 2006, and related
        consolidated statements of operations, stockholders' equity, and cash flows
        for
        the two-year period ended April 30, 2007. These consolidated financial
        statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about 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. According, we express no such opinion .  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
        audits provide a reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Larrea Biosciences Corporation
        and
        subsidiaries as of April 30, 2007 and 2006, and the results of their operations
        and their cash flows for the two-year period ended April 30, 2007, in conformity
        with accounting principles generally accepted in the United States of
        America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 8 to the financial
        statements, the Company has limited capital. The Company’s future operations are
        dependent upon its ability to obtain third party equity and/or debt financing
        and ultimately have future profitable operations. These factors raise
        substantial doubt about the Company’s ability to continue as a going concern.
        The financial statements do not include any adjustments that might result
        from
        the outcome of this uncertainty.
  /s/
        R. E.
        Bassie & Co.
  Houston,
        Texas
 July
        26,
        2007
  23
  **LARREA
        BIOSCIENCES CORPORATION AND SUBSIDIARIES**
 Consolidated
        Balance Sheets
 April
        30,
        2007 and 2006
 
 **2007**
                  
                  **2006**AssetsCurrent
                      assets:Cash
                  
                  $
                  4,019
                  
                  $
                  27,194Accounts receivable, net of allowance of doubtful accounts
                      of $17,507 at
                      April 30, 2007 and $0 in 2006.
                  
                  
                  -
                  
                  
                  4,495Inventories
                  
                  
                  
                  
                  
                  83,311Total current assets
                  
                  
                  4,019
                  
                  
                  115,000Property
                      and equipment, net
                  
                  
                  -
                  
                  
                  57,685Patents
                      and trademarks, net of accumulated amortizationof
                      $5,130 at April 30, 2007 and $3,510 at April 30, 2006
                  
                  
                  14,290
                  
                  
                  15,910Total assets
                  
                  $
                  18,309
                  
                  $
                  188,595Liabilities
                      and Stockholders' EquityCurrent
                      liabilities:Accounts payable
                  
                  $
                  18,837
                  
                  $
                  36,490Due to shareholders
                  
                  
                  -
                  
                  
                  -Short-term note payable to related party
                  
                  
                  1,052,779
                  
                  
                  1,152,263Total current liabilities
                  
                  
                  1,071,616
                  
                  
                  1,188,753Stockholders'
                      equity (deficit):Common stock, $0.0001 par value. Authorized 100,000,000
                      shares:34,371,945
                      shares issued and outstanding at April 30, 2007, and 22,901,445
                      shares
                      issued and outstanding at April 30, 2006
                  
                  
                  3,437
                  
                  
                  2,290Additional paid-in capital
                  
                  
                  3,766,760
                  
                  
                  2,910,977Accumulated deficit
                  
                  
                  (4,826,504
                  )
                  
                  (3,913,425
                  )Total stockholders' deficit
                  
                  
                  (1,053,307
                  )
                  
                  (1,000,158
                  )Total liabilities and stockholders' equity
                  
                  $
                  18,309
                  
                  $
                  188,595
  See
        accompanying notes are integral part of these consolidated financial
        statements.
  24
  **LARREA
        BIOSCIENCES CORPORATION AND SUBSIDIARIES**
 Consolidated
        Statements of Operations
 Years
        ended April 30, 2007 and 2006
 ****
                
                **2007**
                
                **2006**Revenues
                
                $
                345,643
                
                $
                457,682Cost
                    of sales
                
                
                319,802
                
                
                153,024Gross profit
                
                
                25,841
                
                
                304,658Operating
                    expenses:Selling, general and administrative expenses
                
                
                851,111
                
                
                891,067Total operating expenses
                
                
                851,111
                
                
                891,067Operating
                    loss
                
                
                (825,270
                )
                
                (586,409
                )Other
                    income (expenses):Interest income
                
                
                -
                
                
                -Interest expense on note to related party
                
                
                (84,809
                )
                
                (73,098
                )Other expenses
                
                
                -
                
                
                (4,173
                )Total other income (expenses)
                
                
                (84,809
                )
                
                (77,271
                )Net loss
                
                $
                (910,079
                )
                $
                (663,680
                )Net
                    loss applicable to common shareholders:Basic and diluted
                
                $
                (0.03
                )
                $
                (0.03
                )Weighted
                    average shares:Basic and diluted
                
                
                29,984,570
                
                
                22,901,445
 See
        accompanying notes are integral part of these consolidated financial
        statements.
  25
  **LARREA
        BIOSCIENCES CORPORATION AND SUBSIDIARIES**
 Statements
        of Stockholders' Equity
 For
        the
        Years Ended April 30, 2007 and 2006
 Common
                
                Additional
                  paid-in
                  capital
                
                Accumulated
                  deficit
                
                Total
                  stockholders'
                  deficit
                  (deficit)shares
                
                amountBalance
                    April 30, 2005
                
                
                22,901,445
                
                $
                2,290
                
                $
                2,910,977
                
                $
                (3,249,745
                )
                $
                (336,478
                )Net loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (663,680
                )
                
                (663,680
                )Balance
                    April 30, 2006
                
                
                22,901,445
                
                
                2,290
                
                
                2,910,977
                
                
                (3,913,425
                )
                
                (1,000,158
                )Issuance of shares for services
                
                
                5,495,500
                
                
                550
                
                
                438,130
                
                
                -
                
                
                438,680Conversion of Debt
                
                
                5,975,000
                
                
                597
                
                
                417,653
                
                
                -
                
                
                418,250Net loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (910,079
                )
                
                (910,079
                )Balance
                    April 30, 2007
                
                
                34,371,945
                
                $
                3,437
                
                $
                3,766,760
                
                $
                (4,823,504
                )
                $
                (1,053,307
                )
  See
        accompanying notes are integral part of these consolidated financial
        statements.
  26
  **LARREA
        BIOSCIENCES CORPORATION AND SUBSIDIARIES**
 Consolidated
        Statements of Cash Flows
 Years
        ended April 30, 2007 and 2006
 ****
                  
                  **2007**
                  
                  **2006**Cash
                      flows from operating activities:Net loss
                  
                  $
                  (910,079
                  )
                  $
                  (663,680
                  )Adjustments to reconcile net lossto
                      net cash used in operating activities:Depreciation and amortization of property and equipment
                  
                  
                  57,685
                  
                  
                  78,598Amortization of patents
                  
                  
                  1,620
                  
                  
                  1,620Stock based compensation related to restricted stock award
                  
                  
                  438,680
                  
                  
                  -(Increase) decrease of operating assets, net of acquisition:Accounts receivable
                  
                  
                  4,495
                  
                  
                  7,710Inventories
                  
                  
                  83,311
                  
                  
                  44,828Prepaid expenses and other current assets
                  
                  
                  -
                  
                  
                  (55,084
                  )Increase (decrease) in operating liabilities, net of
                      acquisition:Accounts payable and accrued expenses
                  
                  
                  (17,653
                  )
                  
                  (73,959
                  )Net cash used in operating activities
                  
                  
                  (341,941
                  )
                  
                  (659,967
                  )Cash
                      flows from investing activities
                  
                  
                  -
                  
                  
                  -Cash
                      flows from financing activities:Repayment of borrowings from related party
                  
                  
                  (46,000
                  )
                  
                  -Borrowing
                      from related party
                  
                  
                  364,766
                  
                  
                  655,507Net cash provided by financing activities
                  
                  
                  318,766
                  
                  
                  655,507Net decrease in cash
                  
                  
                  (23,175
                  )
                  
                  (4,460
                  )Cash
                      at end of year
                  
                  
                  27,194
                  
                  
                  31,654Cash
                      at end of period
                  
                  $
                  4,019
                  
                  $
                  27,194Supplemental
                      schedule of cash flow information:Interest paid to related party
                  
                  $
                  46,000
                  
                  $
                  -
 
 See
        accompanying notes are integral part of these consolidated financial
        statements.
  27
  **LARREA
        BIOSCIENCES CORPORATION AND SUBSIDIARIES**
 Notes
        to
        Consolidated Financial Statements
 April
        30,
        2007
  **(1)**
              **Summary
                  of Significant Accounting
                  Policies**
 
 **Organization,
        Ownership and Business**
 
 The
        Company was incorporated as Sonic Media Corporation under the laws of the
        State
        of Nevada on May 1, 2002. The Company changed its name from Sonic Media
        Corporation to Larrea Biosciences Corporation (“Larrea”) on June 1,
        2004.
 
 Pursuant
        to the terms of a stock purchase agreement dated March 24, 2004 between Global
        Botanics, Inc. (“Global”), Larrea and the shareholders of Global, the
        shareholders of Global agreed to exchange all of their shares of Global for
        shares of Larrea. On closing of the stock purchase agreement on August 31,
        2004,
        Larrea acquired all of the issued and outstanding shares of Global by issuing
        3,500,000 restricted common shares of Larrea to the shareholders of Global.
        Due
        to common shareholders and directors, this transaction is considered to be
        a
        capital transaction in substance rather than a business combination and is
        equivalent to a reverse take-over by Global.
 
 These
        consolidated financial statements are issued under the name of the legal
        parent
        Larrea but are considered a continuation of the consolidated financial
        statements of the legal subsidiary, Global.
 
 Global’s
        major assets consist of four United States patents to the production and
        use of
        proprietary extracts from the plant species ‘Larrea Tridentata’. These were
        acquired by Global from a company which is controlled by a former director
        of
        the Company.
 
 The
        Company is now focusing its operations on manufacturing, licensing and
        distributing “Green” dietary supplement.
 
 **Principles
        of Consolidation**
 
 The
        consolidated financial statements include the accounts of the Company and
        its
        wholly-owned subsidiaries, LarreaRx, Inc. and Larrearx Strategies, Inc. All
        material intercompany transactions and balances have been
        eliminated.
 
 **Cash
        and Cash Equivalents**
 
 The
        Company considers all short-term investments, including investments in
        certificates of deposit, with a maturity date at purchase of three months
        or
        less to be cash equivalents.
  **Accounts
        Receivable**
 
 Accounts
        receivable consist primarily of trade receivables, net of a valuation allowance
        for doubtful accounts.
 
 28




**Inventories**





Inventories
      are valued at the lower-of-cost or market on a first-in, first-out
      basis.





**Property,
      Equipment and Depreciation**





Property
      and equipment are recorded at cost less accumulated depreciation. Upon
      retirement or sale, the cost of the assets disposed of and the related
      accumulated depreciation are removed from the accounts, with any resultant
      gain
      or loss being recognized as a component of other income or expense. Depreciation
      is computed over the estimated useful lives of the assets (5-20 years) using
      the
      straight-line method for financial reporting purposes and accelerated methods
      for income tax purposes. Maintenance and repairs are charged to operations
      as
      incurred.





**Intangible
      Assets**





SFAS
      No.
      142 eliminates the amortization of goodwill, and requires annual impairment
      testing of goodwill and introduces the concept of indefinite life intangible
      assets. The Company adopted SFAS No. 142 effective January 1, 2002.





**Impairment
      of Long-Lived Assets**




Realization
      of long-lived assets, including goodwill, is periodically assessed by the
      management of the Company. Accordingly, in the event that facts and
      circumstances indicate that property and equipment, and intangible or other
      assets may be impaired, an evaluation of recoverability would be performed.
      In
      accordance with SFAS No. 142, the expected present value of future cash flows
      associated with the asset are compared to the asset's carrying amount to
      determine if a write-down to market value is necessary. In management's opinion,
      the expected present value of such assets did not exceed its carrying values
      and
      there was no impairment of the Company's patents at April 30, 2007





**Revenue
      Recognition**





The
      Company recognizes revenue at the time of shipment of product to its customers.
      Sales are recognized on a net basis, which reflects product returns and amounts
      billed for freight and handling costs. Freight and handling costs paid by the
      Company are included in cost of sales. The Company generally receives the net
      sales price in cash or through credit card payments at the point of sale.
      Related commissions and allowances for product returns are recorded when the
      merchandise is shipped.


29


Allowances
      for product returns are provided at the time the product is shipped. This
      accrual is based upon historic return rates and the relevant return pattern,
      which reflects anticipated returns to be received over a period of up to thirty
      days following the original sale.





**Income
      Taxes**





The
      Company is a taxable entity and recognizes deferred tax assets and liabilities
      for the future tax consequences attributable to differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax basis. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to be in effect when the temporary differences
      reverse. The effect on the deferred tax assets and liabilities of a change
      in
      tax rates is recognized in income in the year that includes the enactment date
      of the rate change. A valuation allowance is used to reduce deferred tax assets
      to the amount that is more likely than not to be realized.





**Earnings
      Per Share**





The
      basic
      net earnings (loss) per common share is computed by dividing the net earnings
      (loss) by the weighted average number of shares outstanding during a period.





**Advertising
      Costs**





The
      cost
      of advertising is expensed as incurred.





**Management's
      Estimates and Assumptions**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, disclosure of contingent
      assets and liabilities at the date of the financial statements, and the reported
      amounts of revenues and expenses. Actual results could differ from these
      estimates.





**Stock-Based
      Compensation**





The
      Company grants shares of stock to employees and non-employees for goods and
      services and in conjunction with certain agreements. These grants are accounted
      for under FASB Statement No. 123R, *"Accounting
      for Stock-Based Compensation"* based on
      the grant date fair values.




30





**Concentration
      of Credit Risk**





The
      Company maintains its cash with major domestic banks in amounts, which exceed
      the insured limit of $100,000 from time to time. The terms of these deposits
      are on demand to minimize risk. The Company has not incurred losses related
      to
      these deposits.





Trade
      accounts receivable subject the Company to the potential for credit risk with
      customers in the retail and distribution sectors. To reduce credit risk, the
      Company performs ongoing evaluations of its customer’s financial condition but
      generally does not require collateral.





**Fair
      Value of Financial Instruments**





The
      Company estimates the fair value of its financial instruments using available
      market information and appropriate valuation methodologies. However,
      considerable judgment is required in interpreting market data to develop the
      estimates of fair value. Accordingly, the Company estimates of fair value are
      not necessarily indicative of the amounts that the Company could realize in
      a
      current market exchange. The use of different market assumption and/or
      estimation methodologies may have a material effect on the estimated fair value
      amounts. The interest rates payable by the Company on its notes payable
      approximate market rates. The Company believes that the fair value of its
      financial instruments comprising accounts receivable, notes receivable, accounts
      payable, and notes payable approximate their carrying amounts.





**New
      Standards Implemented**





In
      May
      2005, the Financial Accounting Standards Board ( *“FASB”* )
      issued
      Statement of Financial Accounting Standard ( *“SFAS”* )
      No.
      154, *Accounting
      Changes and Error Corrections* .
      SFAS
      No. 154 replaces Accounting Principles Board Opinion No. 20, *Accounting
      Changes* ,
      and
      SFAS No. 3, *Reporting
      Accounting Changes in Internal Financial Statements* ,
      and
      changes the requirements for the accounting for and reporting of a change in
      accounting principle. SFAS No. 154 requires retrospective application of changes
      in accounting principle to prior periods’ financial statements, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. SFAS No. 154 is effective for accounting changes and
      corrections of errors made in fiscal years beginning after December 15, 2005.
      We
      will adopt SFAS No. 154 on January 1, 2006. Any impact on the Company’s
      consolidated results of operations and earnings per share will be dependent
      on
      the amount of any accounting changes or corrections of errors whenever
      recognized.




31




In
      2006,
      the Financial Accounting Standards Board issued the following:




-
        SFAS
        No. 155: *Accounting
        for Certain Hybrid Financial Instruments*
 *-
        SFAS No. 156: Accounting for Servicing of Financial Assets*
 *-
        SFAS No. 157: Fair Value Measurements*
 *-
        SFAS No. 158: Employers’ Accounting for Defined Benefit Pension and Other*
 *Postretirement
        Plans*


*-
      SFAS No. 159: The Fair Value Option for Financial Assets and Financial
      Liabilities—Including an amendment of FASB Statement No. 115*


*-
      FIN
      No. 48: Accounting for Uncertainty in Income Taxes—an interpretation of FASB
      Statement No. 109*




Management
      has reviewed these new standards and believes that they have no impact on the
      financial statements of the Company at this time; however, they may apply in
      the
      future.


32





**(2)**
            **Acquisition**





On
      August
      26, 2004, the Company entered into a Stock Purchase Agreement (“the Agreement”)
      to acquire 100% of the capital stock of LarreaRx, Inc ("LarreaRx") and its
      wholly-owned subsidiary, Larrearx Strategies, Inc. by issuing 3,100,185 of
      its
      restricted common stock. The acquisition was considered effectively closed
      on
      September 24, 2004.





The
      Company acquired LarreaRx because the LarreaRx was already in the business
      of
      manufacturing and selling products from the plant species ‘Larrea
      Tridentata.





As
      required by SFAS No. 141, the Company has recorded the acquisition using the
      purchase method of accounting with the purchase price allocated to the acquired
      assets and liabilities based on their respective estimated fair values at the
      acquisition date. The purchase price of $1,662,629 had been allocated at
      follows:





Current
                assets
            
            $
            87,889Property
                and equipment, net
            
            
            134,498Goodwill
            
            
            1,833,114Current
                liabilities
            
            
            (347,872
            )Due
                to shareholders
            
            
            (45,000
            )$
            1,662,629





Revenues
      and expenses of LarreaRx are included in the Company’s statement of operations
      from September 25, 2004 through April 30, 2005.





The
      following unaudited pro forma data summarizes the results of operations of
      the
      Company for years ended April 30, 2005 and 2004 as if the acquisition had been
      completed on May 1, 2003. The pro forma data gives effect to the actual
      operating results prior to acquisition. The pro forma results do not purport
      to
      be indicative of the results that would have actually been achieved if the
      acquisition had occurred on May 1, 2003 or may be achieved in the
      future.





**2005**
            
            **2004**Revenues
            
            $
            1,052,844
            
            $
            152,000Net
                loss
            
            $
            (337,319
            
            $
            (4,570
            )Basic
                net loss per share
            
            $
            (0.01
            )
            $
            (0.0
            )





**(3)**
            **Inventories**





Inventories
      consist of the following at April 30, 2007 and 2006:





**2007**
            
            **2006**Resin –
                raw
                materials
            
            $
            -
            
            $
            51,450Virastatin
                products –
                finish
                goods
            
            
            -
            
            
            31,861Total
                inventories
            
            $
            -
            
            $
            83,311




The
      Company changed it suppliers in the current fiscal year and no longer stores
      inventory for manufacturing. Goods are shipped directly from the supplier to
      the
      customers.




33





**(4)**
            **Property
                and Equipment**





Property
      and equipment is as follows at April 30, 2007 and 2006:





**2007**
            
            **2006**Computer
                equipment
            
            $
            72,193
            
            $
            72,193Computer
                software
            
            
            63,524
            
            
            63,524Display
                equipment
            
            
            984
            
            
            984Furniture
                and fixtures
            
            
            30,094
            
            
            30,094Leasehold
                improvements
            
            
            7,998
            
            
            7,998174,793
            
            
            174,793Less
                accumulated depreciation and amortization
            
            
            174,793
            
            
            117,108Net
                property and equipment
            
            $
            -
            
            $
            57,685




The
      property and equipment was fully depreciated during the fiscal year; however,
      the property and equipment is still in operations.




**(5)**
            **Short-Term
                Note Payable To A Related
                Party**





The
      Company has obtained a line of credit of up to $1,000,000 through a lender,
      which is a related party. The note is payable to a company 50% owned by the
      Company's CEO. The balance outstanding on the note at April 30, 2007 was
      $1,052,779.





The
      promissory note is secured by a security interest created in a security
      agreement that covers all current assets of the corporation, including patents,
      intangibles, accounts receivable, customer lists, unissued treasury stock and
      all other assets either presently owned by the Company or acquired after the
      execution of the note dated October 6, 2004. The note is further secured by
      51%
      of the common stock of the Company owned by A&H Holding Management
      Ltd.





Advances
      under the note bear interest at 8% per annum. The note is repayable on the
      following terms:





The
      principal amount and interest due and payable in equal monthly installments
      of
      $15,000 on the last day of each month, beginning November 30, 2004 and
      continuing through December 31, 2005. After that date, the unpaid principal
      balance and interest are payable in equal monthly installments of $25,000 on
      the
      last day of each month, beginning April 30, 2005 and continuing until the
      principal amount and accrued interest will be due and payable on December 31,
      2005. Payments will be applied first to accrued interest and the remainder
      to
      reduction of the principal amount.





Covenants
      under the promissory note require the Company:





Not
      sell,
      transfer, dispose of or create any security interest, mortgage, hypothecate,
      charge, lien or other encumbrance upon the collateral or any part hereof without
      the prior written consent of the lender;





Defend
      the title to the collateral against all person; and


34





Maintain
      the level of collateral at a minimum of 150% of the amount outstanding under
      the
      loan.





At
      the
      balance sheet and audit report dates, the Company has not met the required
      covenants.





On
      April
      25, 2005, the note was amended as follows:





The
      note
      shall be an interest only note with interest due and payable in equal monthly
      installments based on the outstanding principal balance at the end of each
      month, beginning November 30, 2004 and continuing through December 31, 2005.
      All
      outstanding principal and interest will be due and payable on December 31,
      2005.
      Payments will be applied first to accrued interest and the remainder to
      reduction of the principal amount. Principal amounts may be repaid at any time
      without penalty.





As
      of the
      March 17, 2006, the Company was in default on payment on the note.





**(6)**
            **Income
                Taxes**





A
      reconciliation of income taxes at the federal statutory rate to amounts provided
      for the years ended April 30, 2007 and 2006 is as follows:





April
                302007
            
            2006Tax
                benefit computed at statutory rate
            
            $
            (309,000
            )
            $
            (266,000
            )Increase
                in valuation allowance
            
            
            309,000
            
            
            266,000Tax
                benefit
            
            $
            -
            
            $
            -





The
      Company has current net operating loss carryforwards in excess of $4,800,000
      as
      of April 30, 2007, to offset future taxable income, which expire
      2027.





Deferred
      taxes are determined based on the temporary differences between the financial
      statement and income tax bases of assets and liabilities as measured by the
      enacted tax rates, which will be in effect when these differences reverse.
      The
      components of deferred income tax assets are as follows:





April
                302007
            
            
            2006Deferred
                tax assets:Net
                operating loss
            
            $
            1,640,000
            
            $
            1,331,000Total
                deferred tax asset
            
            
            1,640,000
            
            
            1,331,000Valuation
                allowance
            
            
            (1,640,000
            )
            
            (1,331,000
            )Net
                deferred asset
            
            $
            -
            
            $
            -




35




At
      April
      30, 2007, the Company provided a 100% valuation allowance for the deferred
      tax
      asset because given the volatility of the current economic climate, it could
      not
      be determined whether it was more likely than not that the deferred tax
      asset/(liability) would be realized.





**(7)**
            **Segment
                Information**





Consolidated
      revenues, operating income/(losses), and identifiable assets were as
      follows:


April
                    30,2007
                
                2006Revenues:United
                    States
                
                $
                262,205
                
                $
                347,196Canada
                
                
                83,438
                
                
                110,486$
                345,643
                
                $
                457,682Income
                    (loss) from operations:
                
                
                
                
                $
                $United
                    States
                
                
                (734,413
                )
                
                (347,604
                )Canada
                
                
                (90,857
                )
                
                (238,802
                )$
                (825,270
                )
                $
                (586,409
                )Long-lived
                    assets:
                
                
                
                
                $United
                    States
                
                
                14,290
                
                
                15,910Canada
                
                
                4,019
                
                
                172,685$
                18,309
                
                
                188,595





Sales
      are
      attributed to the country in which the customer takes delivery.





**(8)**
            **Going
                Concern**





These
      consolidated financial statements have been prepared on a going concern basis
      in
      accordance with United States generally accepted accounting principles. The
      going concern basis of presentation assumes the Company will continue in
      operation throughout the next fiscal year and into the foreseeable future and
      will be able to realize its assets and discharge its liabilities and commitments
      in the normal course of business. Certain conditions, discussed below, currently
      exist, which raise substantial doubt upon the validity of this assumption.
      The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





The
      Company’s future operations are dependent upon its ability to obtain third party
      financing in the form of debt and equity and ultimately have future profitable
      operations or generate income from its operations. The Company had a working
      capital deficiency of $1,067,597 at April 30, 2007. The Company is currently
      seeking additional funds through future debt or equity financing to offset
      future cash flow deficiencies. Such financing may not be available or may not
      be
      available on reasonable terms. The resolution of this going concern issue is
      dependent on the realization of management’s plans. If management is
      unsuccessful in raising future debt or equity financing, the Company will be
      required to liquidate assets and curtail or possibly cease
      operations.




36


**(9)**
                **Related
                    Party Transactions**
 During
            the year ended April 30, 2007, the Company issued 3,785,500 shares of
            common
            stock to a company owned by the Company CEO. The stock was issued for
            services
            rendered at a value of $301,880, based on the market value of the stock
            on the
            date of the transaction.
 
 During
            the year ended April 30, 2007, the Company issued 400,000 shares of common
            stock
            to two sons of the Company’s CEO for services rendered at a value of $32,000,
            based on the market value of the stock on the date of the
            transaction.
 
 During
            the year ended April 30, 2007, the Company issued 250,000 shares of common
            stock
            to three former CFO’s of the Company for services rendered at a value of
            $20,000, based on the market value of the stock on the date of the
            transaction
 
 During
            the year ended April, 30, 2007, the Company issued 5,975,000 shares of
            the
            Company’s common stock to a company owned by the Company’s CEO to convert
            $418,250 of related party debt to equity, based on the market value of
            the stock
            on the date of the transaction.




37