<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

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

            FOR THE FISCAL YEAR ENDED APRIL 30, 2005

                                       Or

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

                             Commission File Number

                         LARREA BIOSCIENCES CORPORATION
           (Name of small business issuer as specified in its charter)

             NEVADA                                           680507505
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                            C/O PETER P. SMETEK, JR.

                         4119 Montrose Blvd., Suite 230
                              Houston, Texas 77006

                               Phone: 832-695-0096
                                Fax: 832-285-1307

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                                     (None)

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                         COMMON STOCK, $.0001 PAR VALUE
                                (TITLE OF CLASS)

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

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B, is not contained in this form and no disclosure will be continued, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
the Form 10-KSB. [ ]

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

Registrant had $ 545,796 in revenues for the most recent fiscal year.

As of July 5, 2005, Registrant had 22,727,167 shares of its $.0001 par value
Common Stock issued and outstanding with an aggregate market value of the common
stock held by non-affiliates of approximately $ 1,184,025. This calculation is
based upon the closing sales price of $0.17 per share on July 5, 2005.

================================================================================

                                     - 1 -
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

                                     (None)

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]

                   TABLE OF CONTENTS AND CROSS REFERENCE SHEET

<TABLE>
<S>        <C>                                                             <C>
                                                                           PAGE

PART I

Item 1     Description of Business                                           2
Item 2     Description of Property                                           6
Item 3     Legal Proceedings                                                 7
Item 4     Submission of Matters to a Vote of Security Holders               7

PART II

Item 5     Market for Common Equity and Related Stockholder Matters          7
Item 6     Management's Discussion and Analysis and Plan of Operations       8
Item 7     Financial Statements                                             11
Item 8     Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                              11
Item 8A    Controls and Procedures                                          12

PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act                12
Item 10    Executive Compensation                                           13
Item 11    Security Ownership of Certain Beneficial Owners and
           Management                                                       14
Item 12    Certain Relationships and Related Transactions                   15

PART IV

Item 13    Exhibits and Reports on Form 8-K                                 15

Item 14    Principal Accountant Fees & Services                             16
</TABLE>

                                     PART I

This Form 10-KSB/A contains forward looking statements relating to the
development of the Company's products and services and future operation results,
including statements regarding the Company that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. The words "believe," "expect," "anticipate," "intend," variations of
such words, and similar expressions, identify forward looking statements, but
their absence does not mean that the statement is not forward looking. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Factors that
could affect the Company's actual results include the progress and costs of the
development of products and services and the timing of the market acceptance.

ITEM 1 - BUSINESS

GENERAL

The following statements are as of April, 2005:

The Company was incorporated as Sonic Media Corp. under the laws of the State of
Nevada on May 1, 2002. The Company changed

                                     - 2 -
<PAGE>

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 Virastatin(TM), a multifunctional
ingredient produced according to patented extraction and purification
technologies from the Larrea tridentate plant. (Virastatin(TM) has since been
renamed to Larreastatin(TM).) Because Larreastatin(TM) 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.

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 extending the Company a one million dollar line
of credit 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, Mr. Alexander and Mr. Behlmann do not have employment agreements with
Larrea, and there were no relationships between Mr. Smetek, Mr. Alexander and
Mr. Behlmann during the preceding two years.

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.

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 two full-time and one part-time employee operating in its
Richmond, British Columbia offices. These three employees are primarily focused
on sustaining the activities and operations originally established by LarreaRx.
These employees are supported by part-time contractors who 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 reduce its use of contractors 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, Larreastatin(TM), is the
key ingredient in all of the Company's products, which are sold under the
tradenames LarreaRx(TM) and Shegoi(TM). Virox(TM), a name formerly used, has
been discontinued because of its similarity to VIOXX(R). 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.

                                     - 3 -
<PAGE>

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.

A March 2003 Reuters report states that, "The global antivirals 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 Larreastatin(TM), 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 out sources the manufacturing of Larreastatin(TM) 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.

STRATEGIC ALLIANCES

Larrea Biosciences will provide opportunities for additional licensing
relationships with other companies in the nutriceutical, cosmeceutical,
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 will 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.

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
Larreastatin(TM) 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. LarreaRx products are distributed in the United States
through Select Nutrition and selected Whole Food outlets. Consumers can purchase
LarreaRx

                                     - 4 -
<PAGE>

through Whole Foods, Vitamin Cottage, selected Vitamin Worlds and other health
food retailers in the Unite 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 5000 distributors. The initial launch of the Shegoi
products occurred in October, 2003. Additional network and direct marketing
outlets will be secured this year 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 Larreastatin(TM) 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.

Larreastatin(TM)-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,
Larreastatin(TM), into a line of nutraceutical and cosmeceutical 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:

- Healthy individuals General health and antioxidant activity.
- Aging Individuals Anti-aging, health a beauty needs.
- Elderly Individuals Shingles, Post-herpetic Neuralgia and other age-related
conditions.
- Female Individuals Cosmetics, health and beauty needs.
- Sexually Active Individuals Supports and promotes health benefits from the
impact of the Herpes and Papilloma viruses.

- Immune Compromised individuals (suffering from opportunistic infections) AID's
infected individuals with Kaposi's sarcoma, Genital herpes, Cytomegalovirus,
transplant patients, etc.

MARKET EXPANSION OPPORTUNITIES INCLUDE:
- Aged Related Diseases Cancer, Heart Disease, Liver Disease, Arthritis, etc.
- Neurodegenerative Diseases Multiple Sclerosis, Alzheimer's, etc.
- Infections Viral Infections, Bacterial Infections, Fungal Infections, etc.
- Dental Applications Canker Sores, Gingivitis, etc.
- Sports Injury Applications Joint Pain and Inflammation
- Cosmetics and Cosmetic Surgery Applications Scar Reduction, Anti-Wrinkle, etc.
- Skin Applications Eczema, Psoriases, Cold Sores, Viral Warts, Shingles
- Veterinary Applications.

FISCAL YEAR 2005 PERFORMANCE OVERVIEW

The Company increased revenue in the year ended April 30, 2005, to $513,952 from
the year earlier level of $152,000.

The Company incurred a net loss of $2,064,595 as compared to $4,570 for the year
ended April 30, 2004. Management and consulting fees increased by $108,815 for
the year ended April 30, 2005. The increase was due to an increase in the number
of outside consultants utilized during the year.

Professional fees, which include legal and audit fees, increased by $88,797 for
the year ended April 30, 2005. Legal and accounting expenses relate to financial
and regulatory requirements.

Loss per share was $.10 in 2005 compared to $.00 in 2004. The increasing loss
per share was due to the increase in the loss during the 2005 fiscal year. The
weighted average number of shares outstanding for the years ending April 30,
2005 and 2004 was 20,471,121 and 16,230,760, respectively.

Stockholder deficiency at April 30, 2005 was $336,478 compared to stockholder
deficiency of $19,862 at April 30, 2004.

                                     - 5 -
<PAGE>

EMPLOYEES

As of April 30, 2005, Larrea Biosciences had two full-time and one part-time
employee.

COMPETITION

There are other Larrea-based products on the market; however, these products do
not produce the same therapeutic results as Larreastatin(TM). 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 Larreastatin(TM) provide the non-toxic quality
to the Company's extract and products. Thus, key is the fact that each of the
Larreastatin(TM)-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
Larreastatin(TM). Likewise, no consumer use reports have indicated toxicity or
adverse effects from the use of or Larreastatin(TM) 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 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.

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 - PROPERTIES

The Company headquarters and office facilities were recently moved from 400-55
Water Street, Vancouver, British Columbia to 2205-13700 Mayfield Place,
Richmond, British Columbia V2V 2E4. The Company operates its administrative
offices in

                                     - 6 -
<PAGE>

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 executive
and 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.

ITEM 3 - LEGAL PROCEEDINGS

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.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The election of directors will be submitted to the shareholders.

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS;
RECENT SALES OF UNREGISTERED SECURITIES

(a) MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION - Common stock of Larrea BioSciences Corporation is traded on
the NASD's Over the Counter Bulletin Board under the symbol "LRRA."

The table shows the high and low bid and ask of the Company's common stock as
reported for each quarter during the last two fiscal years:

<TABLE>
<CAPTION>
       Fiscal                       2004-2005              2003-2004
       Quarter                    High       Low        High       Low
----------------------            ----       ----       ----       ----
<S>                               <C>        <C>        <C>        <C>
1st (ended July 31)               1.15       0.95       0.10       0.10
2nd (ended October 31)            0.48       0.48       0.25       0.20
3rd (ended January 31)            0.25       0.23       1.66       0.25
4th (ended April 30)              0.54       0.32       1.42       1.02
</TABLE>

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

RECORD HOLDERS - As of July 5, 2005, the number of holders of record of the
Company's common stock was sixty-nine (69), and there were 22,727,167 shares of
common stock issued and outstanding.

DIVIDENDS - The Company has not paid dividends on its Common Stock in the past
and does not anticipate doing so in the foreseeable future. The Company
currently intends to retain future earnings, if any, to fund the development and
growth of its business.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

As of April 30, 2005, the Company had no equity compensation plans in place.

                                     - 7 -
<PAGE>

(b) 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.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

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 Larreastatin(TM), 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 Larreastatin(TM) 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:

- Expanded distribution of Larreastatin-based products for license to
nutriceutical, cosmeceutical, pharmaceutical and veterinary markets

- 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.

                                     - 8 -
<PAGE>

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.

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

                                     - 9 -
<PAGE>

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.

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

THE YEAR ENDED APRIL 30, 2005 COMPARED TO THE YEAR ENDED APRIL 30, 2004

The Company incurred a net loss of $249,225 as compared to $4,570 for the year
ended April 30, 2004 an increase of $244,655. The increased loss is directly
attributable to an increase in management and consulting fees and professional
fees.

                                     - 10 -
<PAGE>

Management and consulting fees increased by $108,815 for the year ended April
30, 2005. The increase is due to an increase in the number of outside
consultants utilized during the year.

Professional fees, which include legal and audit fees, increased by $88,797 for
the year ended April 30, 2005. Legal and accounting expenses relate to financial
and regulatory requirements.

Loss per share was $.01 in 2005 compared to $.00 in 2004. The increasing loss
per share is due to the increase in the loss during the 2005 fiscal year. The
weighted average number of shares outstanding for the years ending April 30,
2005 and 2004 was 19,483,415 and 16,230,760, respectively.

Stockholder deficiency at April 30, 2005 was $297,250 compared to stockholder
equity of $14,850 at April 30, 2004.

GOING CONCERN QUALIFICATION

The Company's independent auditors have included an explanatory paragraph in
their report on the April 30, 2005 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, 2005, 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

As of April 30, 2005 the Company's working capital deficiency (current assets
less current liabilities) totaled $424,538 compared to a working capital
deficiency of $4,300 as of April 30, 2004. Cash flows used in operating
activities totaled $289,975 for the year ended April 30, 2005 compared to cash
provided by operations $4,500 for the year ended April 30, 2004. As of April 30,
2005, the Company had cash on hand of $31,654.

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.

FORWARD-LOOKING STATEMENTS

All statements contained in this annual report, or in any document filed by the
Company with the Securities and Exchange Commission, or in any press release or
other written or oral communication by or on behalf of the Company, that do not
directly and exclusively relate to historical facts constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements represent the Company's expectations and beliefs, and
no assurance can be given that the results described in such statements will be
achieved.

These statements are subject to risks, uncertainties and other factors, many of
which are outside of the Company's control that could cause actual results to
differ materially from the results described in such statements. These Factors
include, without limitation, the following: (i) competitive pressures; (ii) the
Company's ability to consummate strategic acquisitions and alliances; (iii) the
Company's ability to attract and retain key personnel; (iii) the Company's
ability to continue to develop and expand its product offerings to address
emerging business demands and technological trends; (iv) changes in the
financial condition of the Company's customers; (v) the future profitability of
the Company's customer contracts, and (vi) general economic conditions and
fluctuations in currency exchange rates in countries in which we do business.

ITEM 7 - FINANCIAL STATEMENTS

The Financial Statements that constitute Item 7 are included at the end of this
report on page F-1.

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, 2005 there were no disagreements, disputes, or
differences of opinion with LDMB Advisors, Inc. (LDMB) on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures, which, if not resolved to the satisfaction of LDMB, would
have caused LDMB to make reference to the matter in its report.

                                     - 11 -
<PAGE>

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, 2005, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial 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, 2005, based on criteria established in the Internal
Control - Integrated Framework issued by the COSO.

CHANGES IN OUR INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect,
financial reporting.

DISCLOSURE CONTROLS AND PROCEDURES

As of April 30, 2005, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Securities Exchange Act Rule 15d-15. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

CHANGES IN MANAGEMENT AND THE BOARD OF DIRECTORS

During the fiscal year ended April 30, 2005 Larrea underwent a change in control
which resulted in new officers and directors being appointed to replace those
officers and directors that resigned as a result of the transaction.

On September 21, 2004, shareholders of Larrea BioSciences Corporation ("Larrea")
entered into an agreement with A&S Holdings Management Ltd. ("A&S") whereby A&S
acquired 51% of the issued and outstanding shares of common stock of Larrea. A&S
acquired the shares in exchange for a one million dollar line of credit to
Larrea and providing public relations and investor relations services to Larrea.
As part of the agreement, Mr. David Kalenuik resigned as director, chairman and
chief executive officer and was replaced with Mr. Peter Smetek. Mr. Robert B.
Alexander was appointed a director of the Company and Robert A. Sinnott, PhD.
remained in his position of director and vice president.

Mr. Richard Behlmann was appointed on an interim basis as Chief Financial
Officer (CFO) and secretary and a director of the corporation while the Company
began a search for a permanent CFO.

On June 13, 2005 Mr. James A. Johnson was appointed Chief Financial Officer,
Secretary and a director of the corporation, as a result of this permanent
appointment Mr. Behlmann resigned from his interim position of CFO, Secretary
and director.

                                     - 12 -
<PAGE>

Mr. Robert Alexander resigned from the board of directors, May 11, 2005, and Mr.
Robert A. Sinnott resigned from the board May 15, 2005.

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, 2004, 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 timely file a Form 5; however, the form 5 was filed on July
27, 2005.

DIRECTORS AND EXECUTIVE OFFICERS

The following table and bios set forth the names and ages of the current
directors and executive officers of the Company, the principal offices and
positions with the Company held by each person and the date such person became a
director or executive officer of the Company. The Board of Directors elects the
executive officers of the Company annually. Each year the stockholders elect the
Board of Directors. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. The Company has
adopted a Business Code of Conduct for its Officers and key personnel, which is
attached hereto as exhibit 9.

In addition, there was no arrangement or understanding between any executive
officer and any other person pursuant to which any person was selected as an
executive officer.

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
                            Year First Elected As        Position Held with the
Name                        an Officer Or Director  Age  Registrant                Family Relationship
--------------------------  ----------------------  ---  ------------------------  -------------------
<S>                         <C>                     <C>  <C>                       <C>
Peter P. Smetek, Jr.        2004                    61   CEO, Director             None

James A. Johnson            2005                    66   CFO, Secretary, Director  None

</TABLE>

BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS:

Mr. Peter Smetek, Jr., 62, 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 line
operating 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.

Mr. James A. Johnson, 66, was elected a Director of the Company effective June
1, 2005, at which time he was also appointed Chief Financial Officer and
Secretary of the Company. Mr. Johnson has had a long career in management
consulting and was a partner with Peat Marwick Mitchell & Co., the predecessor
firm to KPMG. Over the past 25 years he has held senior operating positions and
been a director of numerous startup and early stage companies. Most recently he
was CFO of a company that provides software and services to automate the
processes of large company boards of directors and facilitate compliance with
Sarbanes-Oxley. Mr. Johnson is a CPA and has an MBA from the University Of
Chicago Graduate School Of Business and an undergraduate degree from Stanford
University.

ITEM 10 - EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE AND OPTIONS

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities during each of the last three fiscal years
by the executive officers of the Company who received compensation of or in
excess of $100,000 during the fiscal year ended April 30, 2005. The following
information for the officers includes base salaries, bonus awards, the number of
stock options granted and certain other compensation, if any, whether paid or
deferred.

                                     - 13 -
<PAGE>

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                    Annual Compensation (1) (2)
                                                    ---------------------------
                                      Fiscal Year
Name and Principal Position              Ended        Salary          Bonus
-----------------------------------   -----------   ------------   ------------
<S>                                   <C>           <C>            <C>
Peter P. Smetek, Jr., CEO, Director       2005        $68,500          -0-
                                          2004          n/a            -0-
                                          2003          n/a            -0-

James A. Johnson,                         2005          n/a            -0-
CFO, Secretary and Director               2004          n/a            -0-
                                          2003          n/a            -0-
</TABLE>

----------
(1)   No officers received or will receive any bonus or other annual
      compensation, nor any benefits other than those available to all other
      employees that are required to be disclosed.

(2)   No officers received or will receive any long-term incentive plan (LTIP)
      payouts or other payouts during fiscal 2005.

(3)   No officers received any options or other forms of compensation in the 3
      most recent fiscal years.

COMPENSATION OF DIRECTORS

Directors of the Company do not receive cash compensation for attendance at
board meetings but are entitled to reimbursement of their reasonable expenses
incurred in attending Directors Meetings.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock, its only class of outstanding voting
securities as of July 15, 2005, by (i) each person who is known to the Company
to own beneficially more than 5% of the outstanding Common Stock with the
address of each such person, (ii) each of the Company's present directors and
officers, and (iii) all officers and directors as a group:

<TABLE>
<CAPTION>
Names and Address(1)                                   Number of Shares (1)   Percentage   Beneficially Owned (2)
-----------------------------------------------------  --------------------   ----------   ----------------------
<S>                                                    <C>                    <C>          <C>
A&S Holdings Management Ltd.(3)(4)(6)                       11,679,737             (7)

Peter Smetek, Chairman, CEO(3)(7)(8)
                                                               500,000          27.89%           5,839,868

James Johnson, CFO, Secretary, Director                            -0-              0%

Robert Sinnott (4) Director, resigned 5-15-2005
3191 West Drake Dr.                                          3,585,574          15.78%
Chandler, AZ 85226

Robert B. Alexander (4) Director, resigned 5-11-2005.
                                                                   -0-          25.69%           5,839,869

All officers & directors as a group                         15,765,311          69.37%
</TABLE>

                                     - 14 -
<PAGE>
(1)   The number of shares reflects common stock ownership

(2)   Percentage Ownership is based on 22,727,167 shares issued and outstanding

(3)   A&S Holdings Management, Ltd., One Bank Lane, c/o Ansbacher Bank, Nassau,
      Bahamas

(4)   c/o Larrea BioSciences Corporation , 2205-13700 Mayfield Place, Richmond,
      British Columbia

(5)   Peter P. Smetek, Jr. is managing director of A&S Holdings Management Ltd.

(6)   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.

(7)   Mr. Smetek & Mr. Alexander are the beneficial owners of A&S Holdings
      Management, Ltd.

(8)   Mr. Smetek is a principal shareholder and officer of SMI RE, Ltd.

(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities.

(2) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Shares of Common Stock relating to options currently exercisable or
exercisable within 60 days of July 15, 2005 are deemed outstanding for computing
the percentage of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by footnote, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment power with
respect to all shares shown as beneficially owned by them.

(3) Address c/o Peter P. Smetek, Jr. 4119 Montrose Blvd., Suite 230, Houston,
Texas 77006.

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 $486,981 at
April 30, 2005.

The line of credit is interest only on the amounts as drawn down by the Company
at an interest rate of eight (8%) percent. The loan matures on December 31,
2005. As part of the terms and conditions of the note, it is secured by all of
the tangible and intangible assets of the Company.

During the fiscal year 2005, management and consulting fees totaling $100,544
were paid to officers and directors of the Company and/or companies controlled
by them.

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.

                                     PART IV

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

9 Business Code of Ethical Conduct
21 A list of all subsidiaries of the Company *
31.1 Section 302 Certification *
31.2 Section 302 Certification *
32.1 Section 906 Certification *
32.2 Section 906 Certification *

*     Filed herewith.

(b)   Reports on Form 8-K

None
                                     - 15 -
<PAGE>

On September 21, 2004, the Company filed a current report announcing the entry
into a definitive amended agreement to acquire all of the shares of common stock
of Global Botanics, Inc. in exchange for 3,500,000 shares of common stock of the
Company. The amendment deleted the paragraphs related to the grant of an option
to purchase an additional 3,000,000 shares at an option price of $2.00 per
share. The current report also announced the execution of an acquisition
agreement to acquire 100% of the stock of LarreaRx, Inc. at a share exchange
ratio of 5.5 to one, estimated to require the issuance of 3,100,000 shares.

On November 4, 2004 the Company filed a current report on form 8-K announcing
the change of control based on a transfer of existing issued shares between
shareholders of the registrant. The new shareholders obtained 51% interest in
the outstanding shares of the Company in exchange for a one million dollar line
of credit and certain investment relations and management services.

On December 17, 2004 the Company filed an amended current report on form 8-K/A
correcting an error in the number of shares covered by the November 4, 2004
change in control announcement. The new shareholders obtained 51% interest in
the outstanding shares of the Company in exchange for a one million dollar line
of credit and certain investment relations and management services.

On March 28, 2005 the Company filed an amended current report on form 8-K/A
announcing the change in Company auditors effective June 21, 2004 from Madsen &
Associates, Inc. to LDMB Advisors, Inc. The previous auditors resigned not due
to any disputes or a dismissal effective June 21, 2004. Further, there was no
disagreement with the Company's previous auditors.

On March 29, 2005 the Company filed an amended current report on form 8-K
correcting certain errors reported in the Company's 8-K previously filed on
April 9, 2004 announcing the acquisition of GBI Botanics, Inc. in a share
exchange transaction.

On June 13, 2005 the Company filed a current report on form 8-K announcing the
appointment of James A. Johnson as its new CFO, Secretary and director and the
resignation of Richard A. Behlmann as CFO, Secretary and a member of the board
of directors.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

FEES PAID TO OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For the years ended April 30, 2005 and 2004, the following fees were billed to
Larrea by its independent registered public accounting firm, LDMB Advisors, Inc.
for the fiscal year ended April 30, as follows:

<TABLE>
<CAPTION>
Type of Service                                                             2005       2004
------------------------------------------------------------------------   -------   --------
<S>                                                                        <C>       <C>
Audit Fees, including its audit of Larrea's consolidated financial         $38,398    $12,840
statements and its annual report on Form 10-KSB, review of its quarterly
financial statements and quarterly reports filed on Form 10-QSB, and
international statutory audits.

Audit-Related Fees, including professional services rendered in                  0          0
connection with Sarbanes-Oxley 404 readiness assistance.

Tax Fees, including fees for tax services, tax advice, transfer pricing,         0          0
state, and international tax consultation.

All Other Fees, related to all other services including expatriation             0          0
issues, and miscellaneous consulting and advisory services.

Total Fees (1)                                                             $38,398    $12,840
</TABLE>

(1)   The increase in 2005 fees was primarily related to services in connection
      with the acquisitions, increased level of business operations and
      compliance with the Sarbanes-Oxley Act of 2002.

The Company was advised by LDMB Advisors, Inc. 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 LDMB Advisors, Inc.
from maintaining its independence.

                                     - 16 -
<PAGE>

                                   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

    Date: April 7, 2006                      BY:  /S/ PETER P. SMETEK, JR.
                                                ---------------------------
                                                Peter P. Smetek, Jr.  CEO

    Date: April 7, 2006                      BY:  /S/ GARY D. WOERZ
                                                ---------------------------
                                                Gary D. Woerz, CFO,

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

    Date: April 7, 2006                      BY:  /S/ PETER P. SMETEK, JR.
                                                ----------------------------
                                                Peter P. Smetek, Jr.,
                                                CEO,Director

    Date: April 7, 2006                      BY:  /S/ GARY D. WOERZ
                                                ----------------------------
                                                Gary D. Woerz, CFO,

                                     - 17 -
<PAGE>

                         LARREA BIOSCIENCES CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2005
LARREA BIOSCIENCES CORPORATION

CONTENTS

APRIL 30, 2005
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                      ----------
<S>                                                                   <C>
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS                F-1

FINANCIAL STATEMENTS
     Consolidated Balance Sheets - April 20, 2005 and 2004               F-2
     Consolidated Statements of Operations - Years ended
     April 20, 2005 and 2004                                             F-3
     Consolidated Statements of Stockholders' Equity - Years ended
     April 30, 2005 and 2004                                             F-4
     Consolidated Statements of Cash Flows - Years ended
     April 20, 2005 and 2004                                             F-5
     Notes to the Consolidated Financial Statements                   F-6 - F-13
</TABLE>

                                     - 18 -
<PAGE>
                                      F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of:
Larrea Biosciences Corporation

We have audited the accompanying consolidated balance sheets of Larrea
Biosciences Corporation as at April 30, 2005 and 2004 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the two years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

Except as discussed in the following paragraph, we conducted our audit in
accordance with Standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

We did not observe the taking of physical inventories of the Company's
subsidiaries as of September 24, 2004, the date of acquisition, because that
date was prior to our appointment as auditors for the subsidiary companies, and
we were unable to satisfy ourselves regarding inventory quantities by means of
other auditing procedures. Since inventory amounts at September 24, 2004, enter
into the determination of results of operations and cash flows for the year
ended April 30, 2005, we were unable to determine whether adjustments to cost of
sales, net loss for the year, opening deficit and cash provided from operations
might be necessary.

In our opinion, except for the effect of adjustments, if any, which we might
have determined to be necessary had we been able to examine opening inventory
quantities, as described in the preceding paragraph, the financial statements
present fairly, in all material respects, the financial position of the Company
as at April 30, 2005 and 2004 and the results of its operations and cash flows
for each of the two years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and negative cash flows from operations that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                        /s/ LDMB Advisors Inc.
                                        ----------------------------------
                                        Chartered Accountants
                                        Langley, British Columbia, Canada
                                        July 14, 2005

                                     - 19 -
<PAGE>
                                      F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of:
Larrea Biosciences Corporation

We have audited the accompanying consolidated balance sheets of Larrea
Biosciences Corporation as at April 30, 2005 and 2004 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the two years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

Except as discussed in the following paragraph, we conducted our audit in
accordance with Standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

We did not observe the taking of physical inventories of the Company's
subsidiaries as of September 24, 2004, the date of acquisition, because that
date was prior to our appointment as auditors for the subsidiary companies, and
we were unable to satisfy ourselves regarding inventory quantities by means of
other auditing procedures. Since inventory amounts at September 24, 2004, enter
into the determination of results of operations and cash flows for the year
ended April 30, 2005, we were unable to determine whether adjustments to cost of
sales, net loss for the year, opening deficit and cash provided from operations
might be necessary.

In our opinion, except for the effect of adjustments, if any, which we might
have determined to be necessary had we been able to examine opening inventory
quantities, as described in the preceding paragraph, the financial statements
present fairly, in all material respects, the financial position of the Company
as at April 30, 2005 and 2004 and the results of its operations and cash flows
for each of the two years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and negative cash flows from operations that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

The consolidated financial statements for the year ended April 30, 2005 have
been restated (see note 11).

                                        /S/ R.E. BASSIE & COMPANY
                                        ------------------------------
                                        Certified Public Accountants
                                        Houston, Texas
                                        March 17, 2006

                                    - 19A -
<PAGE>

                                       F-2

                 LARREA BIOSCIENCES CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                             April 30, 2005 and 2004

<TABLE>
<CAPTION>

                                                                                   2005            2004
                                                                                ----------       ----------
                                                                                (Restated)       (Restated)
<S>                                                                             <C>              <C>
                            Assets

Current assets:
 Cash                                                                           $   31,654       $    4,500
 Accounts receivable, net of allowance of doubtful accounts
  of $5,408 at April 30, 2005                                                       12,205           59,000
 Inventories                                                                        68,102                -
 Prepaid expenses and other current assets                                           3,973                -
                                                                                ----------       ----------
  Total current assets                                                             115,934           63,500
                                                                                ----------       ----------

Property and equipment, net                                                        137,264                -
Patents, net of accumulated amortization of $1,890 at April 30, 2005
 and $270 at April 30, 2004                                                         17,530           19,150
                                                                                ----------       ----------
    Total assets                                                                $  270,728       $   82,650
                                                                                ==========       ==========

              Liabilities and Stockholders' Equity

Liabilities:
 Accounts payable                                                               $  120,225       $   67,800
 Due to shareholders                                                                45,000                -
 Short-term note payable                                                           441,981                -
                                                                                ----------       ----------
    Total liabilities - current                                                    607,206           67,800
                                                                                ----------       ----------

Stockholders' equity (deficit):
 Common stock, $.0001 par value.  Authorized 100,000,000 shares:
  22,901,445 shares issued and outstanding at April 30, 2005,
  and 16,230,760 at April 30, 2004                                                   2,290           50,000

 Additional paid-in capital                                                      2,910,977        1,150,000
 Accumulated deficit                                                            (3,249,745)      (1,185,150)
                                                                                ----------       ----------
    Total stockholders' equity (deficit)                                          (336,478)          14,850

                                                                                ----------       ----------
    Total liabilities and stockholders' equity                                  $  270,728       $   82,650
                                                                                ==========       ==========
</TABLE>

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

                                     - 20 -
<PAGE>

                                       F-3

                 LARREA BIOSCIENCES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       Years ended April 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                   2005             2004
                                                                                -----------      ----------
                                                                                (Restated)       (Restated)
<S>                                                                             <C>              <C>
Revenues                                                                        $   513,952      $  152,000

Cost of sales                                                                        97,830         126,000

                                                                                -----------      ----------
     Gross profit                                                                   416,122          26,000
                                                                                -----------      ----------

Operating expenses:
  Selling, general and administrative expenses                                      634,727          30,570
  Impairment expense                                                              1,833,114               -
                                                                                -----------      ----------
     Total operating expenses                                                     2,467,841          30,570
                                                                                -----------      ----------

     Operating loss                                                              (2,051,719)         (4,570)

Other income (expenses):
  Interest income                                                                        25               -
  Interest expense                                                                  (12,901)              -
                                                                                -----------      ----------

     Total other income (expenses)                                                  (12,876)              -
                                                                                -----------      ----------

     Net loss                                                                   $(2,064,595)     $   (4,570)
                                                                                ===========      ==========

  Net loss applicable to common shareholders:
    Basic and diluted                                                           $     (0.10)     $    (0.00)
                                                                                ===========      ==========
  Weighted average shares
    Basic and diluted                                                            20,471,121      16,230,760
                                                                                ===========      ==========
</TABLE>

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

                                     - 21 -
<PAGE>

                                       F-4

                LARREA BIOSCIENCES CORPORATION AND SUBSIDIARIES

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                       Years ended April 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                                            Total
                                                                               Additional                stockholders'
                                                           Common Stock         paid-in     Accumulated     equity
                                                        shares       amount     capital      deficit       (deficit)
                                                      -----------  ---------  ------------  -----------  -------------
<S>                                                   <C>          <C>        <C>           <C>          <C>
Balance, April 30, 2003                                 4,997,040  $     500  $     99,704  $    (7,333) $      92,871

  Common shares returned to treasury                   (2,500,000)      (250)          250            -              -

    Issuance of shares for services                             -          -             -            -              -

  Stock split 6.5 for 1                                13,733,720      1,373        (1,373)           -              -

    Net loss                                                    -          -             -     (112,733)      (112,733)

                                                      -----------  ---------  ------------  -----------  -------------
Balance, April 30, 2004                                16,230,760      1,623        98,581    (120,066)        (19,862)

  Issuance of shares for the reverse merger
   with Global Botanics, Inc.                           3,500,000        350     1,079,584   (1,065,084)        14,850

  Issuance of common shares for cash                       70,500          7        70,493                      70,500

  Issuance of shares for the acquisition of
    LarreaRx, Inc. and its subsidiary, restated         3,100,185        310     1,662,319            -      1,662,629

  Net loss, as restated                                         -          -             -  (2,064,595)     (2,064,595)

                                                      -----------  ---------  ------------  -----------  -------------
Balance, April 30, 2005, as restated
                                                       22,901,445  $   2,290  $  2,910,977  $(3,249,745) $    (336,478)
                                                      ===========  =========  ============  ===========  =============
</TABLE>

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

                                     - 22 -
<PAGE>

                                       F-5

                 LARREA BIOSCIENCES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       Years ended April 30, 2005 and 2004
<TABLE>
<CAPTION>
                                                                                    2005            2004
                                                                                -----------      ----------
                                                                                 (Restated)      (Restated)
<S>                                                                             <C>              <C>
Cash flows from operating activities:
 Net loss                                                                       $(2,064,595)     $   (4,570)
 Adjustments to reconcile net loss to net cash provided by
 (used in) operating activities:
   Depreciation and amortization of property and equipment                           10,983               -
   Amortization of patents                                                            1,620             270
   Impairment of goodwill                                                         1,833,114               -
   (Increase) decrease in operating assets, net of acquisition:
     Accounts receivable                                                             52,261         (59,000)
     Inventories                                                                      5,592               -
     Prepaid expenses and other current assets                                       (3,185)              -
   Increase (decrease) in operating liabilities, net of acquisition:
      Accounts payable and accrued expenses                                        (312,184)         67,800
                                                                                -----------      ----------
      Net cash provided by (used in) operating activities                          (476,394)          4,500
                                                                                -----------      ----------

Cash flows from investing activities
 Purchase of property and equipment                                                 (13,749)              -
 Cash acquired in acquisition of subsidiaries                                         7,941               -
                                                                                -----------      ----------
        Net cash (used in) investing activities                                      (5,808)              -
                                                                                -----------      ----------

Cash flows from financing activities:
 Proceeds from the sale of common stock                                              70,500               -
 Net borrowing from shareholders                                                    438,856               -
                                                                                -----------      ----------
        Net cash provided by financing activities                                   509,356               -
                                                                                -----------      ----------

        Net increase in cash                                                         27,154           4,500

Cash at end of year                                                                   4,500               -
                                                                                -----------      ----------
Cash at end of period                                                           $    31,654      $    4,500
                                                                                ===========      ==========

Supplemental schedule of cash flow information:
 Interest paid                                                                  $         -      $        -
                                                                                ===========      ==========

 Non-cash investing and financing activities:
   Common stock issued for settlement of debt                                   $         -      $1,200,000
                                                                                ===========      ==========
   Acquisition of patents                                                       $         -      $   19,420
                                                                                ===========      ==========
   Issuance of 3,100,185 restricted common shares for
      acquisition of LarreaRx, Inc. and its wholly-owned subsidiary             $ 1,662,629      $        -
                                                                                ===========      ==========

</TABLE>

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

                                     - 23 -
<PAGE>

                                       F-6

LARREA BIOSCIENCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005

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. and the results of their operations from the dates of acquisition.
      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.

      INVENTORIES

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

      INVESTMENT SECURITIES

      The Company accounts for its investments in accordance with Statement of
      Financial Accounting Standards No. 115, "Accounting for Certain
      Investments in Debt and Equity Securities." Management determines the
      appropriate classification of its investments in marketable securities at
      the time of purchase and reevaluates such determination at each balance
      sheet date. Securities that are bought and held principally for the
      purpose of selling them in the near term are classified as trading
      securities. Debt securities for which the Company does not have the intent
      or ability to hold to maturity and equity securities not classified as
      trading securities are classified as available-for-sale. The cost of
      investments sold is determined on the specific identification or the
      first-in, first-out method. Trading securities are reported at fair value
      with unrealized gains and losses recognized in earnings, and
      available-for-sale securities are also reported at fair value but
      unrealized gains and losses are shown in the caption "unrealized gains
      (losses) on shares available-for-sale" included in stockholders' equity.
      Management determines fair value of its investments based on quoted market
      prices at each balance sheet date.

                                     - 24 -
<PAGE>

                                      F-7

      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
      impairment of such assets at April 30, 2005.

      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.

      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.

                                     - 25 -
<PAGE>

                                      F-8

      STOCK-BASED COMPENSATION

      The Company has chosen to continue to account for stock-based compensation
      using the intrinsic value method prescribed in Accounting Principles Board
      Opinion No. 25, "Accounting for Stock Issued to Employees", and related
      Interpretations and to elect the disclosure option of SFAS No. 123,
      "Accounting for Stock-Based Compensation". Accordingly, compensation cost
      for stock options issued to employees is measured as the excess, if any,
      of the quoted market price of the Company's stock at the date of the grant
      over the amount an employee must pay to acquire the stock.

      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.

      In December 2004, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards No. 153. This statement
      addresses the measurement of exchanges of nonmonetary assets. The guidance
      in APB Opinion No. 29, "Accounting for Nonmonetary Transactions," is based
      on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged.

      The guidance in that opinion; however, included certain exceptions to that
      principle. This statement amends Opinion 29 to eliminate the exception for
      nonmonetary exchanges of similar productive assets and replaces it with a
      general exception for exchanges of nonmonetary assets that do not have
      commercial substance. A nonmonetary exchange has commercial substance if
      the future cash flows of the entity are expected to change significantly
      as a result of the exchange. This statement is effective for financial
      statements for fiscal years beginning after June 15, 2005. Earlier
      application is permitted for nonmonetary asset exchanges incurred during
      fiscal years beginning after the date of this statement is issued.
      Management believes the adoption of this statement will have no impact on
      the financial statements of the Company.

      In December 2004, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards No. 152, which amends FASB
      statement No. 66, "Accounting for Sales of Real Estate," to reference the
      financial accounting and reporting guidance for real estate time-sharing
      transactions that is provided in AICPA Statement of Position (SOP) 04-2,
      "Accounting for Real Estate Time-Sharing Transactions." This statement
      also amends FASB Statement No. 67, "Accounting for Costs and Initial
      Rental Operations of Real Estate Projects," to state that the guidance for
      (a) incidental operations and (b) costs incurred to sell real estate
      projects does not apply to real estate time-sharing transactions. The
      accounting for those

                                     - 26 -
<PAGE>

                                      F-9

      operations and costs is subject to the guidance in SOP 04-2. This
      statement is effective for financial statements for fiscal years beginning
      after June 15, 2005. Management believes the adoption of this statement
      will have no impact on the financial statements of the Company.

      In November 2004, the Financial Accounting Standards Board (FASB) issued
      Statement of Financial Accounting Standards No. 151, "Inventory Costs --
      an amendment of ARB No. 43, Chapter 4." This statement amends the guidance
      in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting
      for abnormal amounts of idle facility expense, freight, handling costs,
      and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
      previously stated that "under some circumstances, items such as idle
      facility expense, excessive spoilage, double freight, and rehandling costs
      may be so abnormal as to require treatment as current period charges."
      This statement requires that those items be recognized as current-period
      charges regardless of whether they meet the criterion of "so abnormal." In
      addition, this statement requires that allocation of fixed production
      overheads to the costs of conversion be based on the normal capacity of
      the production facilities. This statement is effective for inventory costs
      incurred during fiscal years beginning after June 15, 2005. Management
      does not believe the adoption of this statement will have any immediate
      material impact on the Company.

      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:

<TABLE>
<S>                                        <C>
Current assets                             $      87,889
Property and equipment, net                      134,498
Goodwill                                       1,833,114
Current liabilities                             (347,872)
Due to shareholders                              (45,000)
                                           -------------
                                           $   1,662,629
                                           =============
</TABLE>

      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.

<TABLE>
<CAPTION>
                                                 2005        2004
                                             -----------  ----------
<S>                                          <C>          <C>
Revenues                                     $ 1,052,844  $  152,000
Net loss                                     $  (337,319) $   (4,570)
Basic net loss per share                     $     (0.01) $     (0.0)
</TABLE>

      3. INVENTORIES

      Inventories consist of the following at April 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                                 2005        2004
                                             -----------  ----------
<S>                                          <C>          <C>
Resin - raw materials                        $    30,084  $        -
Virastatin products - finish goods                38,018           -
                                             -----------  ----------
      Total inventories                      $    68,102  $        -
                                             ===========  ==========
</TABLE>


                                     - 27 -
<PAGE>

                                      F-10

      4. PROPERTY AND EQUIPMENT

      Property and equipment is as follows at April 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                                             2005         2004
                                                           --------     --------
<S>                                                        <C>          <C>
Computer equipment                                         $ 73,174     $      -
Computer software                                            63,524            -
Display equipment                                               984            -
Furniture and fixtures                                       30,094            -
Leasehold improvements                                        7,998            -
                                                           --------     --------
                                                            175,774            -
Less accumulated depreciation and amortization               38,510            -
                                                           --------     --------
 Net property and equipment                                $137,264     $      -
                                                           ========     ========
</TABLE>

      5. SHORT-TERM NOTE PAYABLE

      The Company has obtained a line of credit of up to $1,000,000 through a
      lender. The balance outstanding on the note at April 30, 2005 was
      $441,981.

      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.

      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

      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.

                                     - 28 -
<PAGE>

                                      F-11

      6. INCOME TAXES

      A reconciliation of income taxes at the federal statutory rate to amounts
      provided for the period ended April 30, 2005 is as follows:

<TABLE>
<CAPTION>
                                                                    April 30
                                                             ----------------------
                                                               2005          2004
                                                             ---------    ---------
<S>                                                          <C>          <C>
Tax expense/(benefit) computed at statutory rate
for continuing operations                                    $(702,000)   $  (1,600)
Tax effect (benefit) of operating loss carryforwards
                                                               702,000        1,600
                                                             ---------    ---------
Tax expense/(benefit) for continuing operations              $       -    $       -
                                                             =========    =========
</TABLE>

      The Company has current net operating loss carryforwards in excess of
      $1,066,000 as of April 30, 2005, to offset future taxable income, which
      expire 2025.

      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:

<TABLE>
<CAPTION>
                                                                      April 30
                                                             ------------------------
                                                                2005          2004
                                                             ----------    ----------
<S>                                                          <C>           <C>
Deferred tax assets:
  Net operating loss                                         $1,104,900    $  402,900
                                                             ----------    ----------

  Total deferred tax asset                                    1,104,900       402,900

  Valuation allowance                                        (1,104,900)     (402,900)
                                                             ----------    ----------
  Net deferred asset                                         $        -    $        -
                                                             ==========    ==========

</TABLE>

      At April 30, 2005, 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. LEASE AGREEMENT

      The Company leases office space under a noncancellable-operating lease
      which expires in 2009. Future minimum lease payments under the operating
      lease are as follows:

<TABLE>
<CAPTION>
   Year
 April 30,                           Amount
---------                           --------
<S>                                 <C>
  2006                              $ 12,774
  2007                                16,064
  2008                                16,683
  2009                                 1,394
                                    --------
                                    $ 46,915
                                    ========
</TABLE>

                                     - 29 -
<PAGE>

                                      F-12

8. SEGMENT INFORMATION

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

<TABLE>
<CAPTION>
                                                                      April 30
                                                             ------------------------
                                                                 2005         2004
                                                             -----------   ----------
<S>                                                          <C>           <C>
Revenues:
 United States                                               $   173,203   $  152,000
 Canada                                                          340,749            -
                                                             -----------   ----------
                                                             $   513,952   $  152,000
                                                             ===========   ==========

Income (loss) from operations:
 United States                                                (1,898,148)  $   (4,570)
 Canada                                                         (153,571)           -
                                                             -----------   ----------
                                                             $(2,051,719)  $   (4,570)
                                                             ===========   ==========
Long-lived assets:
 United States                                               $    17,530       19,150
 Canada                                                          137,264            -
                                                             -----------   ----------
                                                             $   154,794       19,150
                                                             ===========   ==========
</TABLE>


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

      9. 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 $491,227 at April 30, 2005.
      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.

      10. RESTATEMENT OF 2004 FINANCIAL STATEMENTS

      The Company has restated its annual financial statements for the year
      ended April 30, 2004 to reflect the following adjustments:

<TABLE>
<CAPTION>
                                             AS
                                         PREVIOUSLY
                                          REPORTED    ADJUSTMENTS         RESTATED
<S>                                      <C>          <C>                <C>
At April 30,, 2004:
Patents                                  $  986,111   $  (980,580)(a)  $     19,150
                                                           13,619 (b)
Deficit                                  $ (218,189)  $  (980,580)(a)  $ (1,185,150)
                                                      $    13,619 (b)
For the year ended April 30, 2004:
Amortization                             $   13,889   $    13,619 (b)  $        270
Loss on debt settlement                  $  200,000   $  (200,000)(c)  $          -
</TABLE>

                                     - 30 -
<PAGE>

                                      F-13

a)    The Company has restated its 2004 financial statements to reflect a change
      in the method of accounting for its purchase of patents from Larrea Corp.
      Ltd. The Company has determined that the transaction is a related party
      transaction due to common shareholders and directors. As such, the
      transaction has been recorded at Larrea Corp Ltd's carrying value.

b)    The Company has reduced the amortization of the patents as a result of the
      reduction of the carrying value of the patents.

c)    The loss on the settlement of the debt related to the purchase of the
      patents has been eliminated on the reduction of the transaction to its
      carrying value.

11. RESTATEMENT OF 2005 FINANCIAL STATEMENTS

      The consolidated financial statements for the year ended April 30, 2005
      have been restated as follows:

                                    AS
                                 PREVIOUSLY
                                  REPORTED    ADJUSTMENTS     RESTATED

At April 30,, 2005:
Accounts receivable              $   13,396   $    (1,191)  $    12,205
Inventories                         123,869       (55,767)       68,102
Total current assets                172,892       (56,958)      115,934
Property and equipment, net         109,758        27,506       137,264
Total assets                        300,180       (29,452)      270,728

Accounts payable and
 accrued expenses                   110,449         9,776       120,225
Total liabilities - current        597,430         9,776       607,206

Common stock                          2,273            17         2,290
Additional paid-in capital        2,868,510        42,467     2,910,977
Accumulated deficit              (3,168,033)      (81,712)   (3,249,745)
Total stockholders' equity         (279,250)      (39,228)     (336,478)
                                 ==========   ===========   ===========
For the year ended April
 30, 2005:
Sales                            $  545,796   $   (31,844)  $   513,952
Cost of sales                       133,435       (35,605)       97,830
Gross profit                        412,361         3,761       416,122

Administrative expenses             661,586       (26,859)      634,727
Impairment expense                        -     1,833,114     1,833,114
Interest income                           -            25            25
Net loss                           (249,225)   (1,815,370)   (2,064,595)
                                 ==========   ===========   ===========

                                     - 31 -
<PAGE>

                               Index to Exhibits

Exhibits
--------

9.0           Code of Ethics

21.1          List of Subsidiaries

31.1          Section 1350 As Adopted Pursuant to Section 302 of the Sarbanes-
              Oaxley Act of 2002

31.2          Section 1350 As Adopted Pursant to Section 302 of the Sarbanes-
              Oaxley Act of 2002

32.1          Certification Pursuant to 18 U.S.C Section 1350, As Adopted
              Pursuant by Section 906 of the Sarbanes-Oaxley Act of 2002

32.2          Certification Pursuant to 18 U.S.C Section 1350, As Adopted
              Pursuant by Section 906 of the Sarbanes-Oaxley Act of 2002